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HomeMy WebLinkAbout08-City Administrator -, CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION Dept: City Administrator's Office Subject: Resolution approving the form of and authorizing the execution and delivery of a Purchase and Sale Agreement and related documents with respect to the sale of the City's Vehicle License Fee receivable from the State; and directing and authorizing certain other actions in connection therewith From: Fred Wilson, City Administrator Date: January 26, 29Q5. _ . _ .._ __ ._ 1. ORIGINAL MICC Meeting Date: February 7, 2005 Synopsis of Previous Council Action: January 12, 2005 - Ways and Means Committee recommends participation in the VLF Gap Loan Financing Program January 24, 2005 - Mayor and Council approve City's participation in the Califomia Statewide Communities Development Authority Vehicle License Fee Gap Loan Financing Program in concept, and directed staff to bring back the necessary documents for final approval at the February 7 Council meeting. Recommended Motion: Adopt resolution, and authorize the Director of Finance to amend the FY 2004-05 Budget by increasing revenue account 001-000-4932 (VLF Loan Sale) by $3 million and a corresponding inc se to General Fund Budget Reserve of $3 million. Contact person: I=r~n Wil~nn Phone: 5122 Supporting data attached: Resolution, staff report, other Ward: all FUNDING REQUIREMENTS: Amount: Estimated revenue of $3 million from the sale of the VLF receivable; cost to the City of an estimated $291,800 Source: (Acct. No.) (Acct. Description) General Fund reserve Finance: Council Notes: ~. ~lJoS" - 38' Agenda Item No. ----8 dol1/os siX!. ... "'rJ~C ~-,. STAFF REPORT Sublect: Resolution approving the fonn of and authorizing the execution and delivery of a Purchase and Sale Agreement and related documents with respect to the sale of the City's Vehicle License Fee receivable from the State; and directing and authorizing certain other actions in connection therewith Back21"ound: Vehicle License Fees and VLF Gao Repavment: Vehicle license fees (VLF) were historically assessed in the amount of2% of a vehicle's depreciated market value for the privilege of operating a vehicle on California's public highways. Beginning in 1999, the VLF paid by vehicle owners was offset (or reduced) to the effective rate of 0.65%. In connection with the offset of the VLF, the Legislature authorized appropriations from the State General Fund to "backfill" the offset so that local governments, which receive all of the vehicle license fee revenues, would not experience any loss of revenues. The legislation that established the VLF offset program also provided that if there were insufficient State General Fund moneys to fully "backfill" the VLF offset, the percentage offset would be reduced proportionately (i.e., the license fee payable by drivers would be increased) to assure that local governments would not be disadvantaged. In June 2003, the Director of Finance under the Davis Administration ordered the suspension of VLF offsets due to a determination that insufficient State General Fund moneys would be available for this purpose, and, beginning in October 2003, the VLF paid by vehicle owners were restored to the 2% level. However, the offset suspension was rescinded by Governor Schwarzenegger on November 17, 2003 and State offset payments to local governments resumed. Local governments received "backfill" payments totaling $3.80 billion in FY 2002-03. "Backfill" payments totaling $2.65 billion were paid to local governments in FY 2003-04. However, approximately $1.2 billion was not received by local governments during the time period between the suspension of the VLF offsets and the implementation of higher fees and is still owed them by the State. The City's share of the VLF Gap Repayment is $3,291,800. As part of the 2004 Budget Act negotiations, an agreement was made between the State and local government officials under which the VLF rate will be permanently reduced from 2% to 0.65%. This state-local agreement also provides for the repayment by August 15, 2006 of the approximately $1.2 billion VLF Gap Repayment. In order to protect local governments, the reduction in VLF revenue to cities and counties from this rate change will be replaced by an increase in the amount of property tax they receive. Under the state-local agreement, for FY 2004-05 and 2005-06 only, the replacement property taxes that cities and counties receive has been reduced by $700 million. Commencing in FY 2006-07, local governments will receive their full share of replacement property taxes and those replacement property taxes will now enjoy constitutional protection against transfers by the State due to the approval of Proposition lA at the November 2004 election. ~ > >" " '"' ,",.". " '''f;r;li'II.''":)<'_--'';--O' VLF Pro21'8Ill: Authorized under SB 1096, the VLF Program was instituted by the California Statewide Communities Development Authority (CSCDA) in 2004 to enable the City of San Bernardino and other cities and counties to sell their respective VLF Receivables to CSCDA for an upfront fixed purchase price estimated to be at least 90% of the VLF Gap repayments. CSCDA is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. The member agencies of CSCDA include approximately 230 cities and 54 counties throughout California, including San Bernardino. CSCDA is planning to issue notes and to use the note proceeds to purchase the VLF Receivables and pay financing costs. The actual purchase price of the VLF Receivables will depend on the total amount of VLF Receivables that cities and counties sell to CSCDA and on bond market conditions at the time the VLF Notes are priced. If the City sells its VLF Receivable under the VLF Program, CSCDA will pledge the City's VLF Receivable to secure the repayment of a corresponding portion of the VLF Notes. The City's sale of its VLF Receivables will be irrevocable. Bondholders will have no recourse to the City if the State does not make the VLF Gap Repayment. This in effect transfers risk from the participating cities to the bondholders. Benefits of Particioation in the VLF Pro21'8Ill: The City's VLF backfill loan was recognized as a deferred revenue in FY 2003-04, and the City used the budget reserve to cover the $3,291,800 revenue shortfall. The sale of the VLF loan will allow the City to recognize the $3 million it will get from the sale as FY 04-05 revenue, and then increase the budget reserve by this $3 million to replace the budget reserve that was used in FY 03-04. The reserve amount will be reduced by the difference between the proceeds from the receivable sale and the actual VLF loan; that difference is estimated to be no more than $300,000. The remainder of the reserve will then be available for other uses, including helping to balance the City's budget, if so desired by the Mayor and Council. If the City does not participate in the program, we bear the risk that the State may defer the repayment of the loan, or not pay it at all. By selling the receivable, the City no longer bears this risk. It is estimated that approximately 200 cities across the state are planning to participate in this program. Estimated Proceeds of the Sale of the City's VLF Receivable: Upon delivery of the VLF Notes, CSCDA will make available to the City its fixed purchase price. This payment will equal the City's VLF Receivable amount less capitalized interest costs (to pay interest on the VLF Notes until maturity), credit enhancement fees and bond issuance costs. As discussed above, the City's VLF Receivable is $3,291,800. The purchase price to be paid by CSCDA is estimated to be $3,000,000, but cannot be determined with specificity until the total number of participants in the VLF Program is known and bond market conditions are taken into account at the time the VLF Notes are priced. There is a possibility that if the State pays the VLF Receivable as scheduled on August 15, 2006, --, -" "~- -,' "' there will be some residual interest earnings on the funds prior to the maturity date of the VLF Notes, which amount, up to 1 % of the VLF Receivable, would be refunded to the City. Previous Council Action: On January 24, the Mayor and Council approved in concept the City's participation in the CSCDA VLF Program, and directed staff to bring back the necessary documents for final approval at the February 7 Council meeting. The attached resolution fonnally authorizes the sale of the VLF Receivable, approves the fonn of a Purchase and Sale Agreement with CSCDA, and authorizes other related actions. Financial Imoact: As previously discussed in this staff report, the City's VLF backfill loan was recognized as a deferred revenue in FY 2003-04, and the City used the budget reserve to cover the $3,291,800 revenue shortfall. The sale of the VLF loan will allow the City to recognize the $3 million it will get from the sale as FY 04-05 revenue, and then increase the budget reserve by this $3 million to replace the budget reserve that was used in FY 03-04. The reserve amount will also be reduced by the difference between the proceeds from the receivable sale and the actual VLF loan; that difference is estimated to be no more than $291,800. This is the cost to the City for participating in the financing program If the City does not participate in the program, we bear the risk that the State may defer the repayment of the loan, or not pay it at all. By selling the receivable, the City no longer bears this risk. Recommendadon: Adopt resolution, and authorize the Director of Finance to amend the FY 2004-05 Budget by increasing revenue account 001-000-4932 (VLF Loan Sale) by $3 million and a corresponding increase to the General Fund Budget Reserve of $3 million. c c c RESOLllTION NO. -tOpy 3 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A 4 PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE SALE OF THE CITY OF SAN BERNARDINO'S 5 VEHICLE LICENSE FEE RECEIVABLE FROM THE STATE; AND 6 DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH 7 8 1 2 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 9 10 WHEREAS, certain public agencies within the State of California (the 11 "State") are entitled to receive certain payments payable by the State to each such 12 local agency on or before August 15,2006, in connection with vehicle license fees 13 14 pursuant to Section 10754.11 ofthe California Revenue and Taxation Code ("VLF Gap Repayments"); 15 16 WHEREAS, the City of San Bernardino (the "Seller") is entitled to and has 17 determined to sell all right, title and interest of the Seller in and to the "VLF 18 Receivable" as defined in Section 6585(i) of the California Government Code (the 19 "VLF Receivable''), namely, the right to payment of monies due or to become due to 20 the Seller out of funds payable in connection with vehicle license fees to a local 21 agency pursuant to Section 1 0754.11 of the California Revenue and Taxation Code; 22 WHEREAS, the California Statewide Communities Development Authority, a 23 24 California joint exercise of powers authority organizing and existing under the laws 25 of the State (the "Authority"), has been authorized pursuant to Section 6588 (w) of 26 the California Govemment Code to purchase the VLF Receivable; 27 28 No. ~ ~ f 7/05 "''''.0 '".'~ c RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE 1 FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS 2 WITH RESPECT TO THE SALE OF THE CITY OF SAN BERNARDINO'S VEHICLE LICENSE FEE RECEIVABLE FROM THE STATE; AND 3 DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN 4 CONNECTION THEREWITH 5 WHEREAS, the Authority desires to purchase the VLF Receivable and the 6 Seller desires to sell the VLF Receivable pursuant to a purchase and sale agreement 7 8 by and between the Seller and the Authority in the form presented to the Mayor and 9 Common Council (the "Sale Agreement") for the purposes set forth herein; 10 WHEREAS, in order to finance the purchase price of the VLF Receivable 11 from the Seller and the purchase price of other VLF Receivables from other local 12 agencies, the Authority will issue its taxable and tax-exempt notes (the ''Notes'') 13 pursuant to Section 6590 of the California Government Code and an Indenture (the 14 c "Indenture"), by and between the Authority and Wells Fargo Bank, National 15 16 Association, as trustee (the "Trustee"), which Notes will be payable solely from the 17 proceeds of the VLF Receivable and such other VLF Receivables; 18 WHEREAS, the Seller acknowledges that the Authority will grant a security 19 interest in the VLF Receivable to the Trustee and any credit enhancer to secure 20 payment of the Notes; and 21 22 23 Authority to, among other things, pay the purchase price of the VLF Receivable; WHEREAS, a portion of the proceeds of the Notes will be used by the 24 WHEREAS, the Seller will use the proceeds received from the sale of the 25 VLF Receivable for any lawful purpose as permitted under the applicable laws of the 26 State; 27 C 28 2 - , . "." '"~",A~ 1 0 2 3 4 5 6 7 8 9 10 o o -=~~- ---~~ -,- i';",~ RESOLUTION OF THE CITY OF SAN BERNARDINO 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 CITY OF SAN BERNARDINO'S VEHICLE LICENSE FEE RECEIVABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH sell the VLF Receivable to the Authority pursuant to the Sale Agreement and the Seller shall not have any option to revoke its approval of the Sale Agreement or to determine not to perform its obligations thereunder. Section 7. The authorization to execute the above referenced agreement is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the 5 . . o o o 21 22 23 24 25 26 27 28 -..,-- :] 1 2 3 4 5 6 7 8 RESOLUTION OF THE CITY OF SAN BERNARDINO 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 CITY OF SAN BERNARDINO'S VEHICLE LICENSE FEE RECEIVABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of , 2005, by 9 the following vote to-wit: 10 Council Members: NAYS ABSTAIN ABSENT AYES 11 12 13 14 15 16 ESTRADA LONGVILLE MCGINNIS DERRY KELLEY 17 JOHNSON 18 MCCAMMACK 19 20 City Clerk The foregoing resolution is hereby approved this ,2005 day of Judith Valles, Mayor City of San Bernardino Approved as to Form and legal content: JAMES F. PENMAN, City Attorney B~"'.. }. p I!.a=, 6 ','" \' ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Mooting D.te (Date Ado'(r41 to -c:;- 'tern # Vote: Ayes Nays Change to motion to amend original documents 0 Null/Void After: ~ days / Resolution # On Attachments: 0 2 Resolution # f)O()~ ~ "3 '1 Abstain Absent ?mpaniOn Resolutions oS PUBLISH 0 POST 0 n 'esolution of attachment stored separately: 0 RECORD W/COUNTY 0 By: Date Sent to Mayor: Date of Mayor's Signature. Date of Clerk/CDC Signature: Reso. Log Updated: Seal Impressed: ~ Date Memo/Letter Sent for Signature: I sl Reminder Letter Sent: <! O( Date Returned: Not Returned: 0 ~ L -I' ~ ~ ~ '1 200 Reminder Letter Sent: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): / yes/ No By_ Yes ------- No By_ - Yes '-------- No By_ - Yes No By_ Yes __.___.om- No By_ - Copies Distributed to: Animal Control o / EDA 0 Information Services 0 ~. City Administrator Facilities ~// Parks & Recreation 0 City Attorney Finance Police Department 0 Code Compliance 0 Fire Department 0 Public Services 0 Development Services 0 Human Resources 0 Water Department D Others: Notes: Ready to File: Revised 12/18/03 - ~ ...... VI \0 \0 N ~ ~ ...... --.J...... o --.J 00 VI W ~ I ~ I ill I ~ "'1' tr I J 0 H, ~ I II .11 c; Iro I.. I Il.rIrlllo i i~ :~ b I Jo I rJ · r 11JV .~!:: IJ .., = ...if - !l;IIt . 1.,1 ~III It t : f,l- I ~.. 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I .., .., - tl m .. ..0 .j:o ... o tJI I N 0- N UI I ..: -: ..,' . , .. ... II I i l . I a' . I is I &3 ~ :::;. n ~ II I iiI []:I I 0- []:I U1 -D -.J ru UJ -.J I CJ o ,~ T ",c.' ,_._ ORRICK, HERRINGTON & SUTCLIFFE LLP THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CA 94105.2669 tel 415-773-5700 fax 415-773-5759 WWW.ORRICK.COM ORRICK January 20, 2005 Re: California Statewide Communities Development Authority Vehicle License Fee NLF) Receivable Fhiancing Program To: Participating Local Agency Enclosed are the final versions of the resolutions and documents that your local agency will need to approve and execute in order to participate in the Vehicle License Fee (VLF) Receivable Financing Program sponsored by the California Statewide Communities Development Authority (CSCDA). Enclosed are three (3) copies of the following documents: (A) Resolution approving participation in the VLF Receivable Financing Program (the "VLF Resolution"); and (B) Purchase and Sale Agreement (the "Sale Agreement"). In addition, attached to the Sale Agreement are the following documents: (C) (D) (E) (F) (G) (H) (I) Opinion of Counsel to be delivered in connection with pricing (Exhibit B 1 ); Bringdown Opinion of Counsel to be delivered in connection with closing (Exhibit B2); Certificate of the Cityrrown Clerk or the Clerk of the Board of Supervisors, as applicable (Exhibit C1); Seller Certificate (Exhibit C2); Bill of Sale and Bringdown Certificate (Exhibit C3 ); Irrevocable Instructions to Controller (Exhibit D);and Escrow Instruction Letter (Exhibit F). Please note that these documents are in final form and may not be changed without the approval from Orrick, Herrington & Sutcliffe LLP, Transaction Counsel ("Orrick"). If you have questions or believe changes are required; please contact one of the Orrick team members listed at the end of this letter. 1. Instructions for Adoption of Resolutions Please take the following steps with respect to the enclosed resolutions: (A) Adopt the VLF Resolution to participate in the VLF Receivable Financing Program. Agenda Language: The following language should be used for the agenda of the meeting at which the VLF Resolution will be adopted: Taxable/Member DOCSLA1:490217.1 "A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A o ORRICK PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE SALE OF THE TOWN, CITY OR COUNTY'S VEHICLE LICENSE FEE RECEW ABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH." Sanmle Staff Report: A sample Staff Report can be obtained from CSCDA's website at: httos:/ /secure.cacommunities.com/cacommlaooslvlfJ. Adootion Deadline: The VLF Resolution must be adopted no later than February 18,2005 in order to participate in the initial phase of the financing. Fill in blanks and sim: The Clerk should fill in the resolution number, the adoption date and the governing board information, and sign the three (3) copies of the VLF Resolution where indicated by the RED tabs. Your legal counsel should approve the form by signing each copy of the VLF Resolution where indicated by the GREEN tabs. 2. Instructions for Execution of Documents Please take the following steps with respect to the enclosed documents: (A) Sign the Sale Agreement. Please arrange for an authorized officer to sign all three (3) copies of the Sale Agreement where indicated by the YELLOW "SIGN HERE" tabs. Once your local agency has adopted the VLF Resolution and has signed the Sale Agreement, your local agency's obligations under the Sale Agreement are binding and are irrevocable. (B) Have le2al counsel sim the le2al opinion (Exhibit BI to Sale A2reement). Please arrange for legal counsel to sign all three (3) copies of the legal opinion attached as Exhibit B I of the Sale Agreement where indicated by the GREEN tabs. Such legal counsel may be the Town Attorney, City Attorney or County Counsel, as appropriate. There is no requirement that the legal opinion be placed on the letterhead of such legal counsel. (C) Sign and Seal Clerk's Certificate (Exhibit CI to Sale A2reement). Please arrange for the Town Clerk, City Clerk or Clerk of the Board of Supervisors, as appropriate, (1) to manually write on the signature page of the Certificate attached as Exhibit CI to the Sale Agreement in the appropriate places the resolution number, the adoption date and the governing board information and (2) to sign all three (3) copies of the Certificate where indicated by the RED tabs. TaxableIMember DOCSLA!:490217.! -2- <... 'c' _ .' 'c 'H 'cnq=~c'c',C'C" o ORRICK (D) Sign Seller Certificate (Exhibit C2 to Sale Agreement). Please arrange for all three (3) copies of the Seller Certificate attached as Exhibit C2 to the Sale Agreement to be signed by (1) an authorized officer of your local agency where indicated by the YELLOW "SIGN HERE" tabs, and (2) the Town Clerk, City Clerk or Clerk of the Board of Supervisors, as appropriate, where indicated by the RED tabs. (E) Sign Irrevocable Instructions to Controller (Exhibit D to Sale Agreement). Please arrange for an authorized officer to sign all three (3) copies of the Irrevocable Instructions to Controller attached as Exhibit D to the Sale Agreement where indicated by the YELLOW "SIGN HERE" tabs. Please leave the document UNDATED - we will insert the date of the closing later and send the completed Irrevocable Instructions to Controller to the State Controller upon closing on behalf of your local agency. (F) Sign Escrow Instruction Letter (Exhibit F to the Sale Agreement). Please arrange for an authorized officer to sign all three (3) copies of the Escrow Instruction Letter attached as Exhibit E to the Sale Agreement where indicated by the YELLOW "SIGN HERE" tabs. (G) Do NOT Sign the Brine:down Opinion or the Bill of Sale at this time (Exhibits B2 and C3 to the Sale Agreement). Please do not Sign the Bringdown Opinion or Bill of Sale at this time (Exhibits B2 and C3 to the Sale Agreement). These two documents will be sent to you for execution after the pricing of the Notes but prior to the closing. (See paragraph 4 below.) 3. Return Executed Documents and Resolutions to Orrick As mentioned above, the VLF Resolution must be adopted no later than February 18, 2005 in order to participate in the VLF Receivable Financing Program. As soon as oossible thereafter. and in anv event no later than February 25. 2005. all three (3) orilZinally executed cODies of the documents and resolutions described above need to be returned to: Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, California 94105 Attention: Michael Eng (415) 773-5454 (direct dial) (415) 773-5759 (fax) meng@orrick.com (CSCDA VLF Financing) A self-addressed, prepaid federal express envelope has been enclosed with this letter to facilitate your return of these resolutions and documents. TaxableIMember DOCSLAl:490217.1 ,,'- '".- ",~",'y.y....., ., " . ~< <""'~~'<~"""""rT."Y""'"'~"-:'- o ORRICK 4. Conclusion of Transaction After Orrick receives the executed documents described above, CSCDA and its investment bankers will price the Notes on or about March 2, 2005. At that time, CSCDA will know the exact Purchase Price that your local agency will be paid for its VLF receivable (the "Final Purchase Price"). As described in the Sale Agreement, the Final Purchase Price will be at least equal to the Minimum Purchase Price indicated in the VLF Resolution and the Sale Agreement. If the Authority cannot achieve the Minimum Purchase Price, your local agency's VLF Receivable will not be purchased and you will be notified that you have been removed from the financing program. Please review carefully the Minimum Purchase Price indicated in the VLF Resolution and the Sale Agreement to ensure that it accurately reflects the minimum amount for which your local agency will sell its VLF Receivable. Once pricing occurs, Orrick will send to you an additional package which will contain (1) a notification of the Final Purchase Price (or that your local agency has been removed from the program as described above), and (2) the two additional documents that your local agency will need to sign and return before the closing of the financing, which are (a) the Bill of Sale and Bringdown Certificate (Exhibit B2 to the Sale Agreement), and (b) the Seller's Bringdown Certificate and Receipt (Exhibit C3 to the Sale Agreement). Your local agency does not need to sign and return these two documents at this time as these documents will be finalized and sent to you after the pricing of the Notes. S. Contacts for Further Information If you have any questions regarding this letter, the instructions contained herein, or the documents enclosed herewith, please call Michael Eng at (415) 773-5454, Patricia Wyler at (415) 773-5912, David Stevens at (415) 773-5503, Daniel Deaton at (213) 612-2321, Justin Cooper at (415) 773-5908, or John Knox at (415) 773-5626. J!--,~ John H. Knox TaxableIMember DOCSLAl:490217.1 -4- Minimum Purchase Price: Authorized Officers: Taxable DOCSSF1:795390.1 APPENDIX A CITY OF SAN BERNARDINO An amount equal to or greater than $3,000,000.00 (the "Minimum Purchase Price"). Mayor City Administrator Finance Director any designee of any of them, as appointed in a written certificate of such Authorized Officer delivered to the Trustee. ~.~_.~ "'" . OFFICE OF THE CITY CLERK RAcHEL G. CLARK, C.M.C. - CITY CLERK 300 North "0" Street. San Bernardino. CA 92418-0001 909.384.5002' Fax: 909.384.5158 www.cLsan-bernardino.ca.us February 18, 2005 Mr. Michael Eng Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, California 94105 Dear Mr. Eng: At the Mayor and Common Council meeting of February 7, 2005, the City of San Bernardino adopted Resolution 2005-38 - Resolution of the City of San Bernardino 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 City of San Bernardino's Vehicle License Fee Receivable from the State; and directing and authorizing certain other actions in connection therewith. Enclosed are three (3) original agreements executed by the Mayor, City Attorney, City Clerk, City Administrator and Director of Finance. Please sign in the appropriate locations and return two (2) original agreements to the City Clerk's Office, Attn: Eileen Gomez, P.O. Box 1318, San Bernardino, CA 92402, once they are fully executed. Please be advised that the resolution and agreement will be null and void if not executed within sixty (60) days, or by Friday, AprilS, 2005. If you have any questions, please do not hesitate to contact me at (909)384-5002. Sincerely, ~~ Eileen Gomez Senior Secretary Enclosures CITY OF SAN BERNARDINO . ...._........,.... Qyw.& Dnn ,1....-... T1T.'IC!'e T....IIo....~.u.. A...........u......^J...:1:...... D"".._.,..... .,..... 'I.J....___^_ 1"'\:..._:.", _ u..._........ ---~~='"C~-'"^~'f:wr""-'--- --~ .. . OFFICE OF THE CITY CLERK RACHEL G. CLARK, C.M.C. . CITY CLERK 300 North "D" Street. San Bernardino' CA 92418-0001 909.384.5002' Fax: 909.384.5158 www.ci.san-bernardino.ca.us February 23, 2005 Mr. Michael Eng Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, California 94105 Dear Mr. Eng: As per your request, enclosed are two (2) additional certified copies of Resolution No. 2005-38 for your records. If you have any questions, please do not hesitate to contact me at (909)384-5002. Sincerely, .,Ol~ ~~ Eileen Gomez Senior Secretary Enclosures CITY OF SAN BERNARDINO A. nnPTUtl ~".&. DInl Vkl .Tm_~! Tntp.a1"itv . A,..,.._nnnt~h11itv . 'RP_~Prt fnr Run-Hln ninn;hl . U'nnp.Qtu