CITY COUNCIL: AGENDA & MINUTES November 2009

City Council Members
Sue McCloud, Mayor
Paula Hazdovac
Gerard Rose
Karen Sharp
Ken Talmage

CITY OF CARMEL-BY-THE-SEA
City Council Agenda -- AMENDED
Regular Meeting
Tuesday, November 3, 2009
4:30 p.m., Open Session

Live video streaming available at:
www.ci.carmel.ca.us

Broadcast date
Sunday, November 8, 2009
8:00 a.m., KMST Channel 26

City Hall
East side of Monte Verde Street between Ocean and Seventh Avenues

Hearing assistance units are available to the public for meetings held in the Council Chambers

The City Council welcomes your interest and participation. If you want to speak on an agenda item during its review, you may do so when the Mayor opens the item for public comment. Persons are not required to give their names but it is helpful in order that the City Clerk may identify them in the minutes of the meeting. Please keep remarks to a maximum of three (3) minutes, or as otherwise established by the City Council. Always speak into the microphone, as the meeting is recorded on tape.

I. Call to Order

II. Roll Call

III. Pledge of Allegiance

IV. Extraordinary Business
A. Appreciation of Design Review members.

B. Appreciation of outgoing members of Boards and Commissions.

V. Announcements from Closed Session, from City Council Members and the City Administrator.
A. Announcements from Closed Session

B. Announcements from City Council members (Council members may ask a question for clarification, make a brief announcement or report on his or her activities)

C. Announcements from City Administrator
1. Presentation from Friends of Harrison Memorial Library.

2. Receive SCC’s first quarter 2009/10 financial report.

3. Receive City’s first quarter 2009/10 financial report.

4. View 5-minute educational DVD on recycling used electronics.

VI. Appearances
Anyone wishing to address the City Council on matters within the jurisdiction of the City and are not on the agenda may do so now. Matters not appearing on the City Council’s agenda will not receive action at this meeting but may be referred to staff for a future meeting. Presentations will be limited to three (3) minutes, or as otherwise established by the City Council. Persons are not required to give their names, but it is helpful for speakers to state their names in order that the City Clerk may identify them in the minutes of the meeting.

Always speak into the microphone, as the meeting is recorded. The City
Council Chambers is equipped with a portable microphone for anyone unable to come to the podium. Assisted listening devices are available upon request of the City Clerk. If you need assistance, please advise Heidi Burch as to which item you would like to comment on and the microphone will be brought to you.

VII. Consent Calendar
These matters include routine financial and administrative actions, which are usually approved by a single majority vote. Individual items may be removed from Consent by a member of the Council or the public for discussion and action.
A. Ratify the minutes for the regular meeting of October 6, 2009.

B. Ratify the bills paid for the month of October 2009.

C. Consideration of an amendment to Council Resolution 2009-39 adopting
the Del Mar Master Plan as requested by the California Coastal Commission.

D. Consideration of an amendment to Council Resolution 2009-64 adopting updates to the Circulation, Public Facilities, Open Space/Conservation, Environmental Safety and Noise Elements of the General Plan.

E. Consideration of a Resolution authorizing a contract with Haro, Kasunich and Associates for geotechnical investigation on a road stabilization project on 2nd Avenue between Lopez Avenue and North Casanova Street in an amount not to exceed $11,980.

F. Consideration of a Resolution authorizing the use of one of the City’s free use days at the Sunset Center for the Carmel Art and Film Festival in
October 2009.

G. Consideration of a Resolution awarding recycling grants totaling $33,215.18 to three nonprofit organizations.

H. Consideration of a Resolution approving the form of and authorizing the
execution and delivery of a purchase and sale agreement and related documents with respect to the sale of the seller’s Proposition 1A receivable from the State; and directing and authorizing certain other actions in connection therewith.

I. Consideration of a Resolution to approve participation in the “Avoid the 18” DUI-enforcement program and accept State grant funds for fiscal years 2009-2012.

J. Consideration of a Resolution approving a transfer of $32,000 from the General Operating Reserve to the General Fund for trolley service expenditures in fiscal year 2009/10 until grant funds are received.

K. Consideration of a Resolution to accept the receipt of an $85,000 grant from the Monterey Bay Unified Air Pollution Control District for the Carmel-by-the Sea trolley service and authorize the City Administrator to sign the Grant Acceptance Agreement.

L. Consideration of a Resolution authorizing the payment of salary and
benefit difference to city employees who have been activated into military
service from the National Guard or from the inactive military reserves.

M. Consideration of a Resolution adopting the Best Management Practices Guidance Series for the management of storm water runoff as City Council Policy 09-1.

VIII. Public Hearings
If you challenge the nature of the proposed action in Court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing.

A. Consideration of an appeal of the Planning Commission’s decision to certify an Environmental Impact Report and deny a project for the demolition of an existing building and the construction of a mixed-use
development including a two-level underground parking garage, five market-rate condominiums, two low-income housing units, and commercial floor area. The project location is the SE corner of Dolores and 7th (Homescapes Building). The appellant is John Mandurrago.

IX. Ordinances
A. Consideration of an Ordinance amending Green Building Ordinance 2009-8 to move the mandatory compliance date from January 1, 2010 to August 1, 2010. (First reading)

X. Resolutions
A. Consideration of a Resolution authorizing the installation of a three-way stop sign at Dolores Street and 5th Avenue.

B. Consideration of a Resolution authorizing the City Administrator to enter into an agreement with the City of Pacific Grove to provide part-time
traffic enforcement services.

C. Consideration of a Resolution calling the April 13, 2010 General Municipal Election for the purpose of filling two seats on the City Council and the Mayor’s seat and authorize the City to request the Monterey County Elections Department to release voter records.

D. Consideration of a Resolution authorizing the City Administrator to enter into a contract with Martin & Chapman, Co. to provide election services for the April 13, 2010 General Municipal Election in an amount not to exceed $23,000.

XI. Orders of Council
A. Ratify the appointments of members of the Forest and Beach Commission.

B. Receive report and provide policy direction on the need to replace the
Police Department emergency generator.

C. Consideration of recommendations from the Planning Commission regarding the adoption of green building incentives as part of the City's
Green Building Program.

D. Consideration of modifications to the City’s Volumetric Standards, as
established in CMC Section 17.10.030.

E. Receive report and provide policy direction on proposed extension of the holiday season for placement of lights.

F. Scheduling Future City Council meetings – Please Bring Your Calendar

XII. Adjournment
The next meeting of the City Council will be:
Regular Council Meeting – 4:30 p.m.
Tuesday, December 1, 2009
Council Chambers

The City of Carmel-by-the-Sea does not discriminate against persons with disabilities.

Carmel-by-the-Sea City Hall is an accessible facility. The City of Carmel-by-the-Sea telecommunications device for the Deaf/Speech Impaired (T.D.D.) number is
1-800-735-2929.

Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at Carmel-by-the-Sea City Hall, on the east side of Monte Verde Street, between Ocean and 7th Avenues, during normal business hours.

MINUTES
REGULAR CITY COUNCIL MEETING
CITY OF CARMEL-BY-THE-SEA
November 3,2009

I. CALL TO ORDER
The regular meeting of the City Council of the City of Camel-by-the-Sea, California, was held on the above date at the stated hour of 4:34 p.m. Mayor McCloud called the meeting to order.

II. ROLLCALL
PRESENT: Council Members Hazdovac, Rose, Sharp, Talmage & McCloud
STAFF PRESENT: Rich Guillen, City Administrator
Don Freeman, City Attorney
Heidi Burch, City Clerk
George Rawson, Public Safety Director
Sean Conroy, Planning and Building Services Manager
Joyce Giuffre, Administrative Services Manager

111. PLEDGE OF ALLEGIANCE
Members of the audience joined the Mayor and Council Members in the Pledge of Allegiance.

IV. EXTRAORDINARY BUSINESS
Mayor McCloud asked for a moment of silence in honor of former City Forester Hugh Smith, and John Kerby Miller.

a. Appreciation of Design Review members.
Mayor McCloud noted the efforts of the members of the Design Review Board: Michael Lynch; Michael LePage and Jonathan Sapp. Mary Bell and Keith Paterson were not in attendance. It was noted that Keith and his wife were injured by a motorist while crossing Ocean Avenue and were convalescing at home.

b. Appreciation of outgoing members of Boards and Commissions.
Kathleen Coss of the Forest and Beach Commission was in attendance; Julie Wendt and Nancy John were not.

V. ANNOUNCEMENTS FROM CLOSED SESSION, FROM COUNCIL MEMBERS AND THE CITY ADMINISTRATOR
A. Announcements from Closed Session.
City Attorney Don Freeman reported that Council had met in Closed Session, with all members present on Monday, November 2,2009. They discussed three matters of current litigation. A labor negotiation issue was on the agenda, but was not discussed in closed session. There were no announcements for the public.

B. Announcements from City Council members.
Mayor McCloud noted the Veterans Day celebration to be held on November 1lth in Devendorf Park at 11 a.m. John Tomkinson from the American Legion presented a check for $500 to the City for the purchase of chairs for the military events (such as Veterans Day) held at the Park.

Mayor McCloud said the results for the November 3rd election would be available on the Monterey County Elections website.

Council Member Sharp announced TAMC's decision to pursue light rail throughout the Peninsula. The system will ultimately connect to San Francisco and Los Angeles.

Mayor McCloud and Don Freeman updated Council on the Cease and Desist Order imposed upon Cal-Am Water last month.

Council Member Hazdovac thanked everyone for their participation and support of the 93rd Halloween Birthday Parade and Lunch at Sunset Center.

Mayor McCloud announced that an ad hoc Centennial Committee for Forest Theater is being formed.

C. Announcements from City Administrator
City Administrator Guillen announced that Items XI-C and XI-D on this agenda would be continued.

1. Presentation from Friends of Harrison Memorial Library.
Judy Cunningham, President of the Friends of Harrison Memorial Library, and Barry Kohler presented an overview of the 2009 Book Sale and noted that the 2010 Book Sale will be held in the Murphy Center at Junipero Serra School on August 19-21,2010.

2. Receive SCC's first quarter 2009110 financial report.
Dave Parker and Peter Lesnik presented the report and noted the upcoming events at the Sunset Center: Pilobolus, John Cleese, War, the Wedding Singer and Keb Mo.

3. Receive City's first quarter 2009110 financial report.
Joyce Giuffre, Administrative Services Director, presented the report.

4. View 5-minute educational DVD on recycling used electronics.
The DVD, produced by e-Recycling of California, was viewed.

VI. APPEARANCES
Mayor McCloud opened the meeting to public comment at 5:22 p.m.

Roy Thomas addressed Council regarding fire services.

Michael LePage addressed the Council regarding litigation.

Bob Jenkins discussed the City's disaster preparedness.

Barbara Livingston also discussed the City's emergency preparedness

Mayor McCloud closed the meeting to public comment at 5:31 p.m.

VII. CONSENT CALENDAR
A. Ratify the minutes for the regular meeting of October 6,2009.

B. Ratify the bills paid for the month of October 2009.

C. Consideration of an amendment to Council Resolution 2009-39 adopting the Del Mar Master Plan as requested by the California Coastal Commission.

D. Consideration of an amendment to Council Resolution 2009-64 adopting updates to the Circulation, Public Facilities, Open SpaceIConservation, Environmental Safety and Noise Elements of the General Plan.

E. Consideration of a Resolution authorizing a contract with Haro, Kasunich and Associates for geotechnical investigation on a road stabilization project on 2nd Avenue between Lopez Avenue and North Casanova Street in an amount not to exceed $1 1,980.

F. Consideration of a Resolution authorizing the use of one of the City's free use days at the Sunset Center for the Camel Art and Film Festival in October 2009.

G. Consideration of a Resolution awarding recycling grants totaling $33,215.18 to three nonprofit organizations.

H. Consideration of a Resolution approving the form of and authorizing the execution and delivery of a purchase and sale agreement and related documents with respect to the sale of the seller's Proposition 1A receivable from the State; and directing and authorizing certain other actions in connection therewith.

I. Consideration of a Resolution to approve participation in the "Avoid the 18" DUIenforcement program and accept State grant funds for fiscal years 2009-2012.

J. Consideration of a Resolution approving a transfer of $32,000 from the General Operating Reserve to the General Fund for trolley service expenditures in fiscal year 200911 0 until grant funds are received.

K. Consideration of a Resolution to accept the receipt of an $85,000 grant from the Monterey Bay Unified Air Pollution Control District for the Camel-by-the Sea trolley service and authorize the City Administrator to sign the Grant Acceptance Agreement.

L. Consideration of a Resolution authorizing the payment of salary and benefit difference to city employees who have been activated into military service from the National Guard or from the inactive military reserves.

M. Consideration of a Resolution adopting the Best Management Practices Guidance Series for the management of storm water runoff as City Council Policy 09-1.

Council Member Rose requested separate votes on Items C and L.

Council Member Talmage pulled Item H for clarification.

Item VII-L: Consideration of a Resolution authorizing the payment of salary and benefit difference to ciw employees who have been activated into military service from the National Guard or from the inactive military reserves.

Mayor McCloud opened the meeting to public comment at 5:35 p.m.

Monte Miller, Michael Bloom, Carolyn Hardy, Colin McDonald, Don Newmark on
behalf of the Carrnel Residents Association, Clayton Anderson, Mike Brown, Michael LePage, and Linda Anderson addressed Council.

City Attorney Don Freeman noted that the date in the resolution should be changed to October 1, which was done.

Council Member ROSE moved to adopt a Resolution authorizing the payment of salary and benefit difference to citv emplovees who have National Guard or from the inactive military reserves, seconded by Council Member TALMAGE and carried by the following roll call:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

Mayor McCloud asked for a brief recess. Council adjourned at 554 p.m. and reconvened at 6:05 p.m.

Council Member ROSE moved to hold a separate vote on Item C, seconded by Council Member TALMAGE.

Item VII-C: Consideration of an amendment to Council Resolution 2009-39 adopting the Del Mar Master Plan as requested by the California Coastal Commission.

Mayor McCloud opened the meeting to public comment at 6:06 p.m.

Greg D'Ambrosio discussed the timing of the sand replenishment at the beach.

Mayor McCloud closed the meeting to public comment at 6:07 p.m.

AYES: COUNCIL MEMBERS: HAZDOVAC; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: ROSE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

Council Member Talmage clarified Item H.

Mayor McCloud opened and closed the meeting to public comment at 6:10 p.m.

Council Member TALMAGE moved to approve Consent Agenda Items A, B, D-K and M, seconded by Council Member ROSE and carried by the following roll call vote:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

VIII. PUBLIC HEARINGS
A. Consideration of an appeal of the Planning Commission's decision to certify an Environmental Impact Report and deny a project for the demolition of an existing building and the construction of a mixed-use development including a two-level underground parking garage, five market-rate condominiums, two low-income housing units, and commercial floor area. The project location is the SE comer of Dolores and 7th (Homescapes Building). The appellant is John Mandurrago.

City Attorney Don Freeman recused himself as he has a conflict of interest as a nearby property owner to the subject of the appeal. He introduced attorney Rick Harray, of the law firm of Kennedy, Archer, Harray, to take his place on this item.

Brian Roseth, of Monterey Bay Planning Services, presented the staff report.

Council Member Rose noted the letter from Dennis Beougher, attorney for the appellant, and his offer that his client will redesign the project, if necessary.

Attorney Dennis Beougher, representing Mr. Mandurrago, addressed Council.

John Mandurrago addressed Council.

Mayor McCloud opened the meeting to public comment at 6:21 p.m.

Barbara Livingston spoke to the issue.

Mayor McCloud closed the meeting to public comment at 6:22 p.m.

Council Member ROSE moved to uphold the findings of the Planning Commission and deny the appeal, seconded by Council Member TALMAGE and carried by the following roll call:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

IX. ORDINANCES
A. Consideration of an Ordinance amending Green Building Ordinance 2009-8 to move the mandatory compliance date from January 1,201 0 to August 1, 2010. (First reading)

Sean Conroy, Planning and Building Services Manager presented the staff report.

Mayor McCloud opened and closed the meeting to public comment at 6:26 p.m.

Council Member ROSE moved, upon first reading, to adopt the ordinance to amend the mandatory starting date of Green Building Ordinance 2009-8 from January 1,20 10 to August 1,2010, seconded by Council Member HAZDOVAC and carried by the following roll call:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

X. RESOLUTIONS
A. Consideration of a Resolution authorizing the installation of a three way stop sign at Dolores Street and 5th Avenue.

Council members Rose and Hazdovac recused themselves as they live within 500 feet of the proiect.

Commander Mike Calhoun presented the staff report.

Mayor McCloud opened and closed the meeting to public comment at 6:37 p.m.

Council Member TALMAGE moved approval of a Resolution authorizing the installation of a three-way stop sim at Dolores Street and 5th Avenue, seconded by Council Member SHARP and carried by the following roll call:

AYES: COUNCIL MEMBERS: SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: HAZDOVAC & ROSE

B. Consideration of a Resolution authorizing the City Administrator to enter into an egreement with the City of Pacific Grove to provide part-time traffic enforcement services.

Chief George Rawson presented the staff report.

Mayor McCloud opened the meeting to public comment at 6:41 p.m.

Erl Lagerholm requested clarification of services to be provided.

Mayor McCloud closed the meeting to public comment at 6:42 p.m.

Council Member ROSE moved approval of a Resolution authorizing the Citv Administrator to enter into a contract with the Citv of Pacific Grove to provide part-time traffic enforcement services, seconded by Council Member HAZDOVAC and carried by the following roll call:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE
NOES: COUNCIL MEMBERS: McCLOUD
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

C. Consideration of a Resolution calling the April 13,2010 General Municipal Election for the purpose of filling two seats on the City Council and the Mayor's seat and authorize the City to request the Monterey County Elections Department to release voter records.

Mayor McCloud opened and closed the meeting to public comment at 6:43 p.m.

Council Member TALMAGE moved approval of a Resolution calling the April 13, 2010 Genera1 Municipal Election for the purpose af filling two seats on the Citv Council and the Mayor's scat and authorize the Ciw to request the Monterey County Elections Department to release voter records, seconded by Council Member ROSE and carried by the following roll call:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

D. Consideration of a Resolution authorizing the City Administrator to enter into a contract with Martin & Chapman, Co. to provide election services for the April 13,2010 General Municipal Election in an amount not to exceed $23,000.

Mayor McCloud opened and closed the meeting to public comment at 6:48 p.m.

Council Member ROSE moved approval of a Resolution authorizing the City
Administrator to enter into a contract with Martin & Chapman. Co. to provide election services for the April 13,2010 Gcneral Municipal Election in an amount not to exceed $23.000, seconded by Council Member HAZDOVAC and carried by the following roll call:

AYES: COUNCIL MEMBERS: HAZDOVAC; ROSE; SHARP; TALMAGE & McCLOUD
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE

XI. ORDERS OF COUNCIL
A. Ratify the appointments of members of Boards and Commissions for 2009-2010.

Mayor McCloud presented a list of appointments for positions on the Forest and Beach Commission.

Mayor McCloud opened and closed the meeting to public comment at 650 p.m.

Council Member ROSE moved ratification of the appointments to the Boards and Commissions, seconded by Council Member TALMAGE and carried unanimously.

B. Receive report and provide policy direction on the need to replace the Police Department emergency generator.

Public Safety Director George Rawson presented the staff report.

Mayor McCloud opened and closed the meeting to public comment at 657 p.m.

Council directed staff to move forward with replacing the emergency generator.

C . Consideration of recommendations from the Planning Commission regarding the adoption of green building incentives as part of the City's Green Building Program.

D. Consideration of modifications to the City's Volumetric Standards, as established in CMC Section 17.10.030.

Items XI-C and XI-D were continued.

E. Receive report and provide policy direction on proposed extension of the holiday season for placement of lights.

City Administrator Guillen presented the staff report.

Mayor McCloud opened the meeting to public comment at 7:02 p.m.

Erl Lagerholm, Carrie Theis, and Monta Potter, CEO of the Camel Chamber of
Commerce, spoke to the issue.

Mayor McCloud closed the meeting to public comment at 7:06 p.m.

Council directed staff to permit installation of holiday lights in the downtown area starting the third Wednesday of November, ending on the Tuesday following the Presidents' holiday weekend in February.

XII. ADJOURNMENT
Mayor McCloud declared the meeting adjourned at 7:12 p.m.

Respectfully submitted, ATTEST:
Heidi Burch, City Clerk MAYOR SUE McCLOUD

CITY COUNCIL: Check Register November 2009

City of Carmel-by-the-Sea
November 2009 Check Register
(Includes checks dated 10/27/09)
Check No.-Check Date-Vendor Name-Net Amount-Expense Account-Account Name

118917 10/27/09 ADVANCED WASTE SOLUTIONS $ 39.95 01 67051 DOCUMENT DESTRUCTION SERVICES

118918 10/27/09 AFLAC $ 10.00 01 64017 MEDICAL PROGRAM
118918 10/27/09 AFLAC $ 10.00 01 67017 MEDICAL PROGRAM
118918 10/27/09 AFLAC $ 5.00 01 69017 MEDICAL PROGRAM
118918 10/27/09 AFLAC $ 10.00 01 72017 MEDICAL PROGRAM
118918 10/27/09 AFLAC $ 30.00 01 74017 MEDICAL PROGRAM
118918 10/27/09 AFLAC $ 10.00 01 76017 MEDICAL PROGRAM
118918 10/27/09 AFLAC $ 25.00 01 84017 MEDICAL PROGRAM
----Vendor Total---- $ 100.00

118919 10/27/09 AILING HOUSE PEST CONTROL $ 134.00 01 70050 OUTSIDE LABOR
118974 11/3/09 AILING HOUSE PEST CONTROL $ 175.00 01 70050 OUTSIDE LABOR
119047 11/17/09 AILING HOUSE PEST CONTROL $ 304.00 01 70050 OUTSIDE LABOR
----Vendor Total---- $ 613.00

118920 10/27/09 ALHAMBRA $ 39.87 01 64053 BOTTLED WATER SERVICE

118921 10/27/09 AMERICAN MESSAGING $ 36.13 01 64095 OPERATIONAL SERVICE/SUPPLIES

118922 10/27/09 AMERICAN SOC OF CONSULTING ARBORISTS $ 795.00 01 64030 SEMINAR FEE FOR CITY FORESTER

119048 11/17/09 AMERICAN SUPPLY COMPANY $ 1,286.22 01 70044 CUSTODIAL SUPPLIES

118976 11/3/09 BAUER COMPRESSORS $ 850.00 01 72049 EQUIPMENT MAINTENANCE

119049 11/17/09 BEST DOORS INC. $ 180.00 01 70050 OUTSIDE LABOR

118923 10/27/09 BRINTON'S $ 54.47 01 76045 MATERIALS/SUPPLIES
118923 10/27/09 BRINTON'S $ 8.36 01 78045 MATERIAL/SUPPLIES
----Vendor Total---- $ 62.83

118924 10/27/09 BURGHARDT-DORE ADVERTISING, INC. $ 5,021.18 01 85200 REGIONAL DESTINATION MARKETING EXPENSES
119019 11/10/09 BURGHARDT-DORE ADVERTISING, INC. $ 1,704.00 01 85200 REGIONAL DESTINATION MARKETING EXPENSES
----Vendor Total---- $ 6,725.18

119050 11/17/09 BURTON'S FIRE, INC. $ 447.76 01 72047 AUTOMOTIVE PARTS

118925 10/27/09 CALPERS $ 200.00 01 64051 ACTUARIAL REVIEW SERVICES

118977 11/3/09 CALIFORNIA FIRE PROTECTION INC $ 1,095.00 01 70050 FIRE SPRINKLER SYSTEMS MAINTENANCE

118980 11/3/09 CARMEL FIRE PROTCTN ASSOC $ 3,433.62 01 69051 PLAN CHECK PROFESSIONAL SERVICES
119052 11/17/09 CARMEL FIRE PROTCTN ASSOC $ 2,107.66 01 69051 PLAN CHECK PROFESSIONAL SERVICES
119052 11/17/09 CARMEL FIRE PROTCTN ASSOC $ 475.00 50 24050 PLAN CHECK (CONTRACT FIRE EXP)
----Vendor Total---- $ 6,016.28

119053 11/17/09 CARMEL HIGH SCHOOL $ 12,290.18 50 24050 RECYCLING GRANTS PER RESO 2009-78

118978 11/3/09 CARMEL PINE CONE $ 114.54 01 69040 ADVERTISING
118978 11/3/09 CARMEL PINE CONE $ 252.00 01 82055 CITY BIRTHDAY PARADE ADVERTISING
119051 11/17/09 CARMEL PINE CONE $ 299.88 01 69040 ADVERTISING
----Vendor Total---- $ 666.42

119054 11/17/09 CARMEL RIVER SCHOOL $ 4,750.00 50 24050 RECYCLING GRANTS PER RESO 2009-78

119055 11/17/09 CARMEL TOWING & GARAGE $ 283.28 01 76046 FUEL
119055 11/17/09 CARMEL TOWING & GARAGE $ 65.00 01 76050 OUTSIDE LABOR
----Vendor Total---- $ 348.28

118979 11/3/09 CARMEL YOUTH CENTER, INC. $ 700.00 01 82055 ENTERTAINMENT FOR CITY BIRTHDAY PARADE

118927 10/27/09 CDW-G GOVERNMENT INC. $ 1,702.47 01 65045 MATERIALS/SUPPLIES
118981 11/3/09 CDW-G GOVERNMENT INC. $ 28.53 01 65049 EQUIPMENT MAINTENANCE
119020 11/10/09 CDW-G GOVERNMENT INC. $ 1,889.74 01 65045 MATERIALS/SUPPLIES
119056 11/17/09 CDW-G GOVERNMENT INC. $ 254.47 01 65045 MATERIALS/SUPPLIES
----Vendor Total---- $ 3,875.21

118982 11/3/09 CEMEX $ 76.67 01 76045 MATERIALS/SUPPLIES

119072 11/17/09 CHERYL HEYERMANN $ 798.75 50 24050 REFUND OF VOLUME DEPOSIT

119079 11/17/09 CINDI LOPEZ-FRINCKE $ 127.10 01 82055 REIMBURSEMENT FOR COMMUNITY ACTIVITIES EXPENSES

118984 11/3/09 CIRCA:HISTORIC PROPTY DEV $ 677.50 50 24050 HISTORIC SURVEYS

119021 11/10/09 CITY OF MONTEREY $ 13,500.00 01 72053 OCT 2009 FIRE CHIEF/DUTY CHIEF SERVICES

119057 11/17/09 CITY OF SEASIDE $ 2,341.08 01 76050 STORM DRAIN VACTOR SERVICES

118928 10/27/09 COASTAL HEALTHCARE $ 86.00 01 67017 MEDICAL PROGRAM
118928 10/27/09 COASTAL HEALTHCARE $ 388.80 01 72017 MEDICAL PROGRAM
118928 10/27/09 COASTAL HEALTHCARE $ 1,078.40 01 74017 MEDICAL PROGRAM
118928 10/27/09 COASTAL HEALTHCARE $ 1,192.00 01 84017 MEDICAL PROGRAM
118985 11/3/09 COASTAL HEALTHCARE $ 145.00 01 64017 MEDICAL PROGRAM
118985 11/3/09 COASTAL HEALTHCARE $ 530.60 01 74017 MEDICAL PROGRAM
119022 11/10/09 COASTAL HEALTHCARE $ 132.00 01 60017 MEDICAL PROGRAM
119022 11/10/09 COASTAL HEALTHCARE $ 276.00 01 69017 MEDICAL PROGRAM
119022 11/10/09 COASTAL HEALTHCARE $ 140.00 01 76017 MEDICAL PROGRAM
----Vendor Total---- $ 3,968.80

118929 10/27/09 COMCAST $ 93.95 01 65053 CONTRACTUAL SERVICES

119058 11/17/09 CONTE'S GENERATOR SERVICE $ 400.00 01 70050 OUTSIDE LABOR

118987 11/3/09 COPIES BY-THE-SEA $ 153.01 01 69039 PRINTING
119023 11/10/09 COPIES BY-THE-SEA $ 365.19 01 64039 PRINTING
----Vendor Total---- $ 518.20

118930 10/27/09 CORBIN WILLITS SYSTEM $ 690.79 01 65053 CONTRACTUAL SERVICES

119024 11/10/09 COSTCO WHOLESALE $ 50.00 01 67032 MEMBERSHIP FEE

119059 11/17/09 CSAC EXCESS INS AUTHORITY $ 12,561.35 01 67425 INSURANCE CLAIMS DEDUCTIBLES

119025 11/10/09 CSMFO $ 110.00 01 67033 ANNUAL MEMBERSHIP FEE FOR ADMIN SVCS DIRECTOR

119060 11/17/09 CYPRESS COAST FORD L/M $ 193.10 01 67425 PROPERTY DAMAGE CLAIM PAYMENT

119061 11/17/09 DAEGIS $ 1,350.00 01 61051 LEGAL DOCUMENT PRODUCTION SERVICES

119062 11/17/09 DAVE'S REPAIR SERVICE $ 600.00 01 76032 PERMITS, LICENSES & FEES

119026 11/10/09 DCS TESTING & EQUIPMENT, INC. $ 600.00 01 72602 FIRE EQUIPMENT/SUPPLIES

119063 11/17/09 DELL MARKETING L.P. $ 927.16 01 65045 MATERIALS/SUPPLIES

119064 11/17/09 DENCO SALES $ 425.61 01 76045 MATERIALS/SUPPLIES

118989 11/3/09 DEPARTMENT OF JUSTICE $ 32.00 01 67110 PRE-EMPLOYMENT
118989 11/3/09 DEPARTMENT OF JUSTICE $ 34.00 01 74053 CONTRACTUAL SERVICES
118989 11/3/09 DEPARTMENT OF JUSTICE $ 2,409.00 50 24050 DEPT OF JUSTICE LIVESCAN FEE
----Vendor Total---- $ 2,475.00

118988 11/3/09 DEPT. OF CONSERVATION $ 1,320.92 50 24050 BUILDING PERMITS/SMIP

118992 11/3/09 DEWEY D. EVANS $ 200.00 01 63053 NOV 2009 CITY TREASURER SERVICES

118931 10/27/09 DIGITAL PAYMENT TECHNOLOGIES CORP $ 150.00 01 74053 MONTHLY SOFTWARE FEES FOR PARKING MACHINES

118932 10/27/09 DOCUTEC $ 378.66 01 65042 OFFICE MACHINE SUPPLIES
119027 11/10/09 DOCUTEC $ 138.25 01 67042 OFFICE MACHINE SUPPLIES
----Vendor Total---- $ 516.91

119065 11/17/09 DROUGHT RESISTANT NURSERY $ 93.20 01 78045 MATERIAL/SUPPLIES

119104 11/17/09 DUANE ZITZNER $ 883.75 50 24050 REFUND OF VOLUME DEPOSIT

118933 10/27/09 E. VALDEZ TREE SERVICE $ 3,650.00 01 78050 OUTSIDE LABOR
119028 11/10/09 E. VALDEZ TREE SERVICE $ 1,850.00 01 78050 OUTSIDE LABOR
----Vendor Total---- $ 5,500.00

118990 11/3/09 ELECTRICAL DIST. COMPANY $ 377.19 01 70045 MATERIAL/SUPPLIES

118991 11/3/09 ENTENMANN-ROVIN CO. $ 115.39 01 67428 EMPLOYEE SERVICE AWARDS

119066 11/17/09 EWING IRRIGATION $ 438.28 01 76045 MATERIALS/SUPPLIES

118934 10/27/09 FEDEX $ 47.80 01 61051 MAILING COSTS FOR LEGAL DOCUMENTS
118934 10/27/09 FEDEX $ 60.16 01 65049 MAILING COSTS FOR EQUIPMENT
----Vendor Total---- $ 107.96

119067 11/17/09 FERGUSON ENTERPRISES,INC.#679 $ 765.04 01 70045 MATERIAL/SUPPLIES

119068 11/17/09 FLINT TRADING, INC. $ 452.25 01 76045 MATERIALS/SUPPLIES

118937 10/27/09 GATES TREE SERVICE, INC. $ 1,990.00 01 78050 OUTSIDE LABOR

118938 10/27/09 GRANICUS, INC. $ 521.90 50 24050 CITY COUNCIL MEETINGS WEB-STREAMING SERVICES

119069 11/17/09 GRANITE ROCK COMPANY $ 328.55 01 76045 MATERIALS/SUPPLIES

119030 11/10/09 GREEN AUTO CLEAN $ 89.64 01 72044 CUSTODIAL SUPPLIES

119073 11/17/09 HILTON BIALEK BIO SCI PRJ $ 13,925.00 50 24050 RECYCLING GRANTS PER RESO 2009-78

119071 11/17/09 HINDERLITER, DE LLAMAS $ 975.00 01 67053 SALES TAX CONTRACTUAL SERVICES
119071 11/17/09 HINDERLITER, DE LLAMAS $ 620.20 01 67400 SALES TAX AUDITS
----Vendor Total---- $ 1,595.20

118994 11/3/09 HOME DEPOT/GECF $ 300.92 01 70045 MATERIAL/SUPPLIES
118994 11/3/09 HOME DEPOT/GECF $ 119.81 01 82055 COMMUNITY ACTIVITIES
----Vendor Total---- $ 420.73

119074 11/17/09 IKON FINANCIAL SERVICES $ 1,337.35 01 88822 CITY HALL COPIER QUARTERLY LEASE PAYMENT

118939 10/27/09 IKON OFFICE SOLUTIONS $ 40.00 01 72053 CONTRACTUAL SERVICES
118995 11/3/09 IKON OFFICE SOLUTIONS $ 286.37 01 64053 CONTRACTUAL SERVICES
----Vendor Total---- $ 326.37

118996 11/3/09 INTERNATIONAL INSTITUTE OF MUNI CLERKS $ 125.00 01 64033 ANNUAL MEMBERSHIP FEE FOR CITY CLERK

118940 10/27/09 INTERSPIRO, INC. $ 3,102.99 01 72049 EQUIPMENT MAINTENANCE
119075 11/17/09 INTERSPIRO, INC. $ 29.31 01 72049 EQUIPMENT MAINTENANCE
----Vendor Total---- $ 3,132.30

118941 10/27/09 ISA $ 330.00 01 78033 ANNUAL MEMBERSHIP FEES FOR FORESTRY DEPT STAFF

118942 10/27/09 IVERSON TREE SERVICE $ 1,100.00 01 78050 OUTSIDE LABOR
118997 11/3/09 IVERSON TREE SERVICE $ 700.00 01 78050 OUTSIDE LABOR
----Vendor Total---- $ 1,800.00

118944 10/27/09 J. W. MARSHALL $ 200.00 01 65051 INFORMATION SYSTEM PROFESSIONAL SERVICES

119094 11/17/09 JAN ROEHL $ 1,987.50 01 64051 GRANT WRITING PROFESSIONAL SERVICES

119076 11/17/09 JNM AUTOMATION $ 110.00 01 70050 OUTSIDE LABOR

118936 10/27/09 JOEL FRANKLIN $ 32,472.66 01 61051 LEGAL PROFESSIONAL SERVICES-FLANDERS MANSION

118999 11/3/09 JOHN LEY'S TREE SERVICE $ 325.00 01 78050 OUTSIDE LABOR

119029 11/10/09 JOYCE GIUFFRE $ 23.10 01 64030 MILEAGE REIMBURSEMENT

118945 10/27/09 KARI MATORELLA $ 2,621.00 01 67425 PROPERTY DAMAGE CLAIM PAYMENT

119070 11/17/09 KATHRYN GUALTIERI $ 550.00 50 24050 HISTORIC SURVEY

118993 11/3/09 KENNEDY, ARCHER & HARRAY $ 18,732.52 01 61051 LEGAL PROFESSIONAL SERVICES-FLANDERS MANSION
119031 11/10/09 KENNEDY, ARCHER & HARRAY $ 869.50 01 61051 LEGAL PROFESSIONAL SERVICES-GENERAL MATTERS
119077 11/17/09 KENNEDY, ARCHER & HARRAY $ 15,892.16 01 61051 LEGAL PROF SVCS-FLANDERS MANSION & MANDURRAGO CAS
----Vendor Total---- $ 35,494.18

118975 11/3/09 KIMM BARNES $ 120.00 50 24050 REFUND OF HISTORIC DEPOSIT

119078 11/17/09 KNAPP MILL & CABINET CO. $ 171.61 01 70045 MATERIAL/SUPPLIES
119078 11/17/09 KNAPP MILL & CABINET CO. $ 61.92 01 76045 MATERIALS/SUPPLIES
119078 11/17/09 KNAPP MILL & CABINET CO. $ 18.69 01 78045 MATERIAL/SUPPLIES
----Vendor Total---- $ 252.22

118943 10/27/09 LENEVE PAINTING CO., INC. $ 320.00 01 70050 OUTSIDE LABOR

118935 10/27/09 LESLIE FENTON $ 7.15 01 64030 MILEAGE REIMBURSEMENT

119032 11/10/09 LIEBERT CASSIDY WHITMORE $ 438.00 01 61051 LEGAL PROFESSIONAL SERVICES-EMPLOYMENT MATTERS

119033 11/10/09 LIU OF NA $ 1,463.76 01 21285 RETIREMENT
119033 11/10/09 LIU OF NA $ 187.20 01 65016 RETIREMENT
119033 11/10/09 LIU OF NA $ 187.20 01 67016 RETIREMENT
119033 11/10/09 LIU OF NA $ 748.80 01 69016 RETIREMENT
119033 11/10/09 LIU OF NA $ 187.20 01 70016 RETIREMENT
119033 11/10/09 LIU OF NA $ 1,497.60 01 76016 RETIREMENT
119033 11/10/09 LIU OF NA $ 374.40 01 78016 RETIREMENT
119033 11/10/09 LIU OF NA $ 1,060.20 01 84016 RETIREMENT
----Vendor Total---- $ 5,706.36

119000 11/3/09 M.J.MURPHY $ 240.30 01 76045 MATERIALS/SUPPLIES
119000 11/3/09 M.J.MURPHY $ 83.79 01 78045 MATERIAL/SUPPLIES
----Vendor Total---- $ 324.09

119080 11/17/09 MAINSTAY BUSINESS SOLUTIONS $ 437.25 01 76050 BEACH CLEANUP EXPENSES

119017 11/3/09 MARC WIENER $ 15.40 01 64030 MILEAGE REIMBURSEMENT

119034 11/10/09 MARCELLO & COMPANY CPAS $ 16,500.00 01 67400 FY 2008/09 AUDIT PROGRESS PAYMENT

119009 11/3/09 MARGI PEROTTI $ 8.25 01 64030 MILEAGE REIMBURSEMENT

119081 11/17/09 MARTIN'S IRRIGATION $ 53.00 01 76045 MATERIALS/SUPPLIES

118952 10/27/09 MELVIN MUKAI $ 105.05 01 64030 POLICE STAFF TRAVEL/TRAINING EXP REIMBURSEMENT

119093 11/17/09 MICHAEL K. RACHEL $ 2,400.00 01 69051 BUILDING OFFICIAL PROFESSIONAL SERVICES

119082 11/17/09 MISSION UNIFORM SERVICE $ 292.16 01 76031 CLOTHING EXPENSE
119082 11/17/09 MISSION UNIFORM SERVICE $ 114.18 01 76053 CONTRACTUAL SERVICES
119082 11/17/09 MISSION UNIFORM SERVICE $ 60.32 01 78031 CLOTHING EXPENSE
----Vendor Total---- $ 466.66

119035 11/10/09 MONTEREY BAY PLANNING SERVICES $ 230.00 01 61051 PLANNING SERVICES - FLANDERS MANSION
119035 11/10/09 MONTEREY BAY PLANNING SERVICES $ 1,085.00 01 69051 PLANNING SERVICES - PLAZA DEL MAR PROJECT
----Vendor Total---- $ 1,315.00

118949 10/27/09 MONTEREY COUNTY CONVENTION & VISTORS
BUREAU $ 26,477.05 01 20260 JUL-AUG 2009 TOURISM IMPRVMT DISTRICT FEE
118949 10/27/09 MONTEREY COUNTY CONVENTION & VISTORS
BUREAU $ 28,413.00 01 85203 FY 2009/10 2ND QTR MEMBERSHIP DUES
----Vendor Total---- $ 54,890.05

119018 11/5/09 MONTEREY COUNTY ENVIRONMENTAL HLTH $ 165.00 01 82055 PERMIT FEES FOR HOMECRAFTERS FAIR

118947 10/27/09 MONTEREY COUNTY BUSINESS $ 124.11 01 74053 SEPT 2009 BOOKINGS

119004 11/3/09 MONTEREY COUNTY OFFICE ED $ 7,290.00 50 24050 QTR ENDED SEPT 30, 2009 PUBLIC TELEVISION ACCESS FEES

119084 11/17/09 MONTEREY COUNTY RECORDER $ 32.00 01 64032 PERMITS,LICENSES & FEES

119006 11/3/09 MONTEREY COUNTY WEEKLY $ 368.00 01 82055 CITY BIRTHDAY PARADE ADVERTISING

119001 11/3/09 MONTEREY FIRE EXT. CO. $ 44.74 01 72049 EQUIPMENT MAINTENANCE

119085 11/17/09 MONTEREY PENINSULA ENGINEERING $ 44,185.59 01 76050 OUTSIDE LABOR

118950 10/27/09 MONTEREY REG WATER POLLUTION CONTROL
AGENCY $ 11,468.00 01 76055 ANNUAL PROGRAM COST-SHARING EXPENSES

119083 11/17/09 MONTEREY TIRE SERVICE $ 416.42 01 76048 TIRES/TUBES

118951 10/27/09 MONTEREY-SALINAS TRANSIT $ 15,034.95 01 85302 JUL-SEP 2009 WEEKEND TROLLEY SERVICE

119005 11/3/09 MONTRY BAY TELEPHONE SERV $ 80.00 01 74050 OUTSIDE LABOR

119003 11/3/09 MTRY COUNTY DIST ATTNY $ 1,052.90 01 74053 FY 2008/09 BLOOD ALCOHOL TESTS

118948 10/27/09 MTY COUNTY TELECOMM $ 76.00 01 74053 CONTRACTUAL SERVICES
119002 11/3/09 MTY COUNTY TELECOMM $ 76.00 01 74053 CONTRACTUAL SERVICES
----Vendor Total---- $ 152.00

118953 10/27/09 MUNICIPAL MAINT EQUIP,INC $ 138.65 01 76047 AUTOMOTIVE PARTS/SUPPLIES

118954 10/27/09 NEILL ENGINEERS CORP. $ 3,867.00 01 62051 FLANDERS PROPERTY CONSERVATION EASEMENT WORK
119007 11/3/09 NEILL ENGINEERS CORP. $ 150.00 01 62053 CITY ENGINEER CONTRACTUAL SERVICES
----Vendor Total---- $ 4,017.00

119036 11/10/09 NEXTEL COMMUNICATIONS $ 56.86 01 64036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 289.23 01 65036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 95.54 01 69036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 93.48 01 70036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 91.63 01 72036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 397.92 01 74036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 99.32 01 76036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 29.31 01 78036 TELEPHONE
119036 11/10/09 NEXTEL COMMUNICATIONS $ 24.36 01 82036 TELEPHONE
----Vendor Total---- $ 1,177.65

119086 11/17/09 NICHOLS PLUMBING/HEATING $ 1,029.87 01 70050 PUBLIC WORKS BOILER ROOM REPAIR

118955 10/27/09 NICOLAY CONSULTING GROUP $ 5,500.00 01 67051 ACTUARIAL SERVICES

118956 10/27/09 OFFICE DEPOT, INC. $ 11.30 01 67043 OFFICE SUPPLIES
118956 10/27/09 OFFICE DEPOT, INC. $ 167.02 01 72043 OFFICE SUPPLIES
118956 10/27/09 OFFICE DEPOT, INC. $ 21.86 01 74043 OFFICE SUPPLIES
118956 10/27/09 OFFICE DEPOT, INC. $ 59.58 01 82042 OFFICE MACHINE SUPPLIES
118956 10/27/09 OFFICE DEPOT, INC. $ 29.20 01 82043 OFFICE SUPPLIES
119008 11/3/09 OFFICE DEPOT, INC. $ 110.40 01 69043 OFFICE SUPPLIES
119008 11/3/09 OFFICE DEPOT, INC. $ 31.34 01 72043 OFFICE SUPPLIES
119008 11/3/09 OFFICE DEPOT, INC. $ 327.10 01 74043 OFFICE SUPPLIES
119037 11/10/09 OFFICE DEPOT, INC. $ 311.72 01 65045 MATERIALS/SUPPLIES
119037 11/10/09 OFFICE DEPOT, INC. $ 5.98 01 65049 EQUIPMENT MAINTENANCE
119087 11/17/09 OFFICE DEPOT, INC. $ 97.20 01 64043 OFFICE SUPPLIES
119087 11/17/09 OFFICE DEPOT, INC. $ 242.17 01 65042 OFFICE MACHINE SUPPLIES
119087 11/17/09 OFFICE DEPOT, INC. $ 155.86 01 65045 MATERIALS/SUPPLIES
119087 11/17/09 OFFICE DEPOT, INC. $ 24.63 01 69043 OFFICE SUPPLIES
----Vendor Total---- $ 1,595.36

119038 11/10/09 O'NEILL, ROBERT AND MARILYN $ 25.00 01 33626 REFUND OF TREE REMOVAL PERMIT

119088 11/17/09 ORCHARD SUPPLY $ 41.24 01 76047 AUTOMOTIVE PARTS/SUPPLIES

119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 608.54 01 64026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 81.48 01 70026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 777.70 01 72026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 2,647.20 01 74026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 1,567.17 01 76026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 36.81 01 78026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 334.67 01 82026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 2,337.08 01 84026 UTILITIES
119039 11/10/09 PACIFIC GAS & ELECTRIC CO $ 451.65 60 81026 UTILITIES
----Vendor Total---- $ 8,842.30

118957 10/27/09 PENINSUL HYDRONICS INC. $ 463.20 01 70050 PICCADILLY PARK BATHROOM REPAIRS

119040 11/10/09 PENINSULA MESSENGER SERVICE $ 4,320.00 01 64204 MAIL SERVICE CONTRACT

118958 10/27/09 PETTY CASH $ 33.09 01 72095 OPERATIONAL SERVICES/SUPPLIES
118958 10/27/09 PETTY CASH $ 43.16 01 72601 EOC SUPPLIES/SERVICE
119041 11/10/09 PETTY CASH $ 75.28 01 72047 AUTOMOTIVE PARTS
119041 11/10/09 PETTY CASH $ 22.96 01 72095 OPERATIONAL SERVICES/SUPPLIES
119091 11/17/09 PETTY CASH - MUTUAL AID $ 67.90 01 72095 OPERATIONAL SERVICES/SUPPLIES
118959 10/27/09 PETTY CASH - RECREATION $ 58.29 01 82055 COMMUNITY ACTIVITIES
119090 11/17/09 PETTY CASH - RECREATION $ 273.13 01 82055 COMMUNITY ACTIVITIES
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 27.73 01 60095 OPERATIONAL SUPPLIES/SERVICES
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 60.78 01 64030 TRAINING/PERSONAL EXP.
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 8.65 01 64043 OFFICE SUPPLIES
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 3.80 01 65043 OFFICE SUPPLIES
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 24.95 01 67043 OFFICE SUPPLIES
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 30.00 01 67130 EMPLOYEE IMMUNIZATION PROGRAM
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 40.00 01 67428 EMPLOYEE RECOGNITION
119089 11/17/09 PETTY CASH-ADMINISTRATION $ 18.94 50 24050 PARK BENCHES
----Vendor Total---- $ 788.66

119092 11/17/09 PROFESSIONAL EXCHANGE SERVICE CORP $ 123.33 01 67051 PHONE ANSWERING PROFESSIONAL SERVICES

119010 11/3/09 PROFESSIONAL PROP MAINT $ 7,047.80 01 70053 CONTRACTUAL SERVICES

118960 10/27/09 PROPERTY SERV/MAINTENANCE $ 1,040.00 01 78053 CONTRACTUAL SERVICES

119011 11/3/09 PSTS, INC. $ 500.00 01 76050 OIL WATER SEPARATOR MAINTENANCE

118961 10/27/09 PUBLIC STORAGE $ 286.00 01 67053 STORAGE FACILITY MONTHLY FEES

118963 10/27/09 RANCHO CAR WASH $ 82.26 01 74050 OUTSIDE LABOR

119012 11/3/09 RAPID PRINTERS OF MTY. $ 1,044.77 01 82055 COMMUNITY ACTIVITIES

118964 10/27/09 RBF CONSULTING $ 4,947.50 01 88401 GENERAL PLAN PROJECT EXPENSES

118998 11/3/09 ROBERT S. JAQUES $ 4,325.00 01 76055 STORM WATER RUNOFF PROGRAM EXPENSES

119095 11/17/09 ROSS RECREATION EQUIPMENT CO., INC $ 55.15 01 78045 MATERIAL/SUPPLIES

119013 11/3/09 SAFEWAY $ 155.01 01 67428 EMPLOYEE RECOGNITION

118983 11/3/09 SARAH CHANG $ 702.50 50 24050 REFUND OF HISTORIC SURVEY

118986 11/3/09 SEAN CONROY $ 11.00 01 64030 MILEAGE REIMBURSEMENT

119096 11/17/09 SKIPS ONE STOP MONTEREY $ 66.34 01 76047 AUTOMOTIVE PARTS/SUPPLIES

118965 10/27/09 SUICIDE PREVENTION $ 1,000.00 01 60207 DONATION

119042 11/10/09 SUPERIOR COURT OF CALIFORNIA $ 355.00 01 61051 COURT FEES

118966 10/27/09 TARGETSAFETY $ 1,245.00 01 72053 NFPA/TARGET SAFETY PROGRAM ANNUAL RENEWAL

119097 11/17/09 THE DUPLICATION CONNECTION $ 64.88 01 60207 COPIES FOR DEVENDORF COLLECTION

119043 11/10/09 TIGERLILLY FLORIST&GIFTS $ 64.95 01 64095 OPERATIONAL SERVICE/SUPPLIES

118946 10/27/09 TIMOTHY J. MERONEY $ 194.84 01 76047 REIMBURSEMENT FOR AUTOMOTIVE PARTS/SUPPLIES

119014 11/3/09 TONY'S FRAME SHOP $ 43.30 01 60095 OPERATIONAL SUPPLIES/SERVICES
119098 11/17/09 TONY'S FRAME SHOP $ 70.37 01 60207 CERTIFICATE FOR WALT DEFARIA
----Vendor Total---- $ 113.67

118967 10/27/09 TRAK ENGINEERING, INC. $ 1,492.75 01 76049 EQUIPMENT MAINTENANCE

118968 10/27/09 TRISTAR RISK MANAGEMENT $ 1,900.00 01 67424
WORKERS COMP SELF-FUNDED RUN-OUT CLAIMS ADMIN EXP

119015 11/3/09 TRUCKSIS ENTERPRISES,INC. $ 400.00 01 69055 INSTALL & TAKE DOWN BANNERS
119099 11/17/09 TRUCKSIS ENTERPRISES,INC. $ 67.50 50 24050 HOMECRAFTERS BANNERS
----Vendor Total---- $ 467.50

118969 10/27/09 UNION BANK OF CALIFORNIA, N.A. $ 625.00 01 67032 QTRLY FEES FOR INVESTMENT ACCOUNT

119044 11/10/09 VALLEY SAW & GARDEN EQUIP $ 56.44 01 76045 MATERIALS/SUPPLIES

119045 11/10/09 VASILOVICH RESIDENTIAL PLNG & DESIGN $ 1,317.50 50 24050 VOLUME STUDIES

119046 11/10/09 VERIZON WIRELESS $ 34.57 01 60036 TELEPHONE
119046 11/10/09 VERIZON WIRELESS $ 53.74 01 64036 TELEPHONE
119046 11/10/09 VERIZON WIRELESS $ 45.01 01 65036 TELEPHONE
----Vendor Total---- $ 133.32

118962 10/27/09 VICTORIA RAGGETT $ 152.00 50 24050 REIMBURSEMENT FOR ARTS & CRAFTS PROGRAM SUPPLIES

118970 10/27/09 WASSON'S CLEANING SVCS. $ 993.23 01 74053 POLICE DEPT CLEANING EXPENSES
119016 11/3/09 WASSON'S CLEANING SVCS. $ 930.50 01 70050 PARK BRANCH LIBRARY CARPET CLEANING
----Vendor Total---- $ 1,923.73

118971 10/27/09 WELLS FARGO (CREDIT CARD) $ 658.39 01 65045 MATERIALS/SUPPLIES
118972 10/27/09 WELLS FARGO (CREDIT CARD) $ 15.79 01 67043 OFFICE SUPPLIES
118972 10/27/09 WELLS FARGO (CREDIT CARD) $ 61.91 01 82055 COMMUNITY ACTIVITIES
118973 10/27/09 WELLS FARGO (CREDIT CARD) $ 24.02 01 70045 MATERIAL/SUPPLIES
118973 10/27/09 WELLS FARGO (CREDIT CARD) $ 840.58 01 82055 COMMUNITY ACTIVITIES
119100 11/17/09 WELLS FARGO (CREDIT CARD) $ 580.04 01 72601 EMERG OPERATIONS CTR SUPPLIES/SERVICE
119101 11/17/09 WELLS FARGO (CREDIT CARD) $ 404.70 01 82055 COMMUNITY ACTIVITIES
----Vendor Total---- $ 2,585.43

118926 10/27/09 WILLIAM J. CAMILLE $ 4,500.00 01 89429 CONSULTING FOR FOREST THEATER MASTER PLAN PROJ

119102 11/17/09 WILLIAM'S ROOFING COMPANY $ 3,160.00 01 70050 FLANDERS MANSION ROOF REPAIR

119103 11/17/09 ZEP MANUFACTURING COMPANY $ 360.59 01 76047 AUTOMOTIVE PARTS/SUPPLIES

187 Checks Total: $428,039.12

CITY COUNCIL: Amendment Adopting Del Mar Master Plan

Meeting Date: 3 November 2009
Prepared by: Sean Conroy, Plng & Bldg Services Manager

City Council
Agenda Item Summary

Name: Consideration of an amendment of Council Resolution 2009-39 adopting the Del Mar Master Plan, as requested by the California Coastal Commission.

Description: The City Council adopted the Del Mar Master Plan on June 2, 2009. The California Coastal Commission staff requested that some additional language be included in the Resolution to indicate that the project will not take effect until it is certified by the Coastal Commission, and that it is carried out consistently with the California Coastal Act. These changes are underlined on the attached Resolution.

Overall Cost:
City Funds: N/A
Grant Funds: N/A

Staff Recommendation: Adopt the Resolution.

Important Considerations: Since the project is considered an amendment to the Local Coastal Program, Coastal Commission certification is required.
Decision Record: The Forest and Beach Commission recommended adoption of the plan on 4 September 2008; the Planning Commission recommended adoption of the Plan on 20 May 2009; and the City Council adopted the Plan on 2 June 2009 and made amendments on 1 September 2009.

Reviewed by:

__________________________ _____________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
Amended RESOLUTION NO. 2009-39
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA ADOPTING THE DEL MAR MASTER PLAN, A MITIGATED NEGATIVE DECLARATION AND A MITIGATION AND MONITORING PLAN

WHEREAS, The City of Carmel-by-the-Sea is a unique oceanside community
that prides itself in its beach and community character; and

WHEREAS, the City has adopted a General Plan that provides clear goals,
policies and objectives regarding maintaining and improving the City’s beach and beach front properties; and

WHEREAS, General Plan Goal G4-2 encourages the City to develop a Master
Plan for the Del Mar and North Dunes area; and

WHEREAS, the Master Plan seeks to improve parking, circulation, pedestrian access, dune habitat and aesthetics in the Del Mar and North Dunes areas; and

WHEREAS, the Master Plan is an amendment to the Local Coastal Program and
will become Appendix “J” of the General Plan/Coastal Land Use Plan and will become effective upon certification by the California Coastal Commission; and

WHEREAS, the Master Plan will carry out the Local Coastal Program in a
manner consistent with the California Coastal Act; and

WHEREAS, the City prepared a Mitigated Negative Declaration and determined
that as mitigated the project will not have a significant impact on the environment.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA does hereby:

1. Adopt the Del Mar Master Plan as Appendix “J” of the General Plan/Coastal Land Use Plan.

2. Adopt a Mitigated Negative Declaration and a Mitigation and Monitoring
Plan for the project.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 3rd day of November 2009 by the following roll call vote:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED,

________________________
SUE McCLOUD, MAYOR

ATTEST:

_______________________
Heidi Burch, City Clerk

CITY COUNCIL: Amendment Adopting Updates to Circulation, Public Facilities, Open Space/Conservation, Environmental Safety and Noise Elements of the General Plan

Meeting Date: 3 November 2009
Prepared by: Sean Conroy, Plng & Bldg Services Manager

City Council
Agenda Item Summary

Name: Consideration of an amendment to Council Resolution 2009-64 adopting updates to the Circulation, Public Facilities, Open Space/Conservation, Environmental Safety and Noise Elements of the General Plan, as requested by the California Coastal Commission.

Description: The City Council adopted the General Plan updates on September 1, 2009. The Coastal Commission staff requested that some additional language be included in the Resolution to indicate that the Circulation Element will not take effect until it is certified by the Coastal Commission, and that it will be consistent with the California Coastal Act.

These changes are underlined on the attached Resolution.

Overall Cost:
City Funds: N/A
Grant Funds: N/A

Staff Recommendation: Adopt the Resolution.

Important Considerations: Since the Circulation Element is considered an amendment to the Local Coastal Program, Coastal Commission certification is required.

Decision Record: The City Council adopted the General Plan updates on 1 September 2009.

Reviewed by:

__________________________ _____________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
Amended RESOLUTION NO. 2009-64
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA ADOPTING UPDATES TO THE CIRCULATION, PUBLIC FACILITIES, OPEN SPACE/CONSERVATION, ENVIRONMENTAL SAFETY AND NOISE ELEMENTS OF THE GENERAL PLAN AND A NEGATIVE DECLARATION

WHEREAS, The City of Carmel-by-the-Sea is a unique ocean-side community that prides itself in its community character and environmental resources; and

WHEREAS, state law requires the City to prepare and maintain a General Plan; and

WHEREAS, the General Plan guides decisions of the City Council, City staff and all Boards and Commission; and

WHEREAS, this project updates the Circulation, Public Facilities, Open
Space/Conservation, Environmental Safety and Noise Elements of the General Plan; and

WHEREAS, the City received extensive public input regarding the content of this project through public workshops, a public survey and numerous public hearings; and

WHEREAS, the Circulation Element is part of the City’s Local Coastal Program and will require certification by the California Coastal Commission; and

WHEREAS, the City prepared an Initial Study/Negative Declaration for this project in accordance with the California Environmental Quality Act; and
WHEREAS, all Elements except the Circulation Element with take effect 30 days after final adoption by the City Council; and

WHEREAS, the Circulation Element will take effect upon certification by the California Coastal Commission; and

WHEREAS, the Circulation Element will carry out the Local Coastal Program in a manner consistent with the California Coastal Act.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA does hereby:

1. Adopt the attached updates to the Circulation, Public Facilities, Open
Space/Conservation, Environmental Safety, and Noise Elements of the General Plan.

2. Adopt the attached Negative Declaration for the project.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 3rd day of November 2009 by the following roll call vote:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED,

________________________
SUE McCLOUD, MAYOR

ATTEST:

_______________________
Heidi Burch, City Clerk

CITY COUNCIL: Resolution Authorizing Contract with Haro, Kasunich & Assoc. for Geotechnical Investigation on Road Stabilization Project

Meeting Date: November 3, 2009
Prepared by: Rich Guillen

City Council
Agenda Item Summary

Name: Consideration of a Resolution authorizing a contract with Haro, Kasunich and Associates for geotechnical investigation on a road stabilization project on 2nd Avenue between Lopez Avenue and North Casanova Street in an amount not to exceed $11,980.

Description: At its September 1, 2009 meeting, the City Council reviewed a driveway application submitted by Mr. Zane Blackmer. The driveway application approval was continued by the City Council, pending evaluation of opening 2nd Avenue to through traffic. The City Council directed staff to evaluate the stabilization of 2nd Avenue between Lopez Avenue and North Casanova Street to accommodate the road opening.

The City Engineer advised staff to hire a geotechnical engineer to review the stabilization issue on 2nd Avenue and recommended hiring the Watsonville-based firm, Haro, Kasunich and Associates (HKA), to perform the geotechnical investigation. HKA’s proposal includes site drilling to help develop a soils profile for stabilization analysis. Their analysis will be summarized in a report to the City, along with recommendations.

Overall Cost:
City Funds: $11,980
Grant Funds: N/A

Staff Recommendation: Adopt the Resolution.

Important Considerations: Second Avenue has been closed to through traffic for a number of years. A section of 2nd Avenue has some stabilization issues that must be investigated before reopening for vehicular traffic. This type of investigation is best accomplished by a geotechnical engineer.

Decision Record: The City Council directed staff to review the 2nd Avenue stabilization to evaluate whether the street can be opened for access to the Blackmer property.

Reviewed by:

Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING A CONTRACT WITH HARO, KASUNICH AND ASSOCIATES FOR GEOTECHNICAL INVESTIGATION ON A ROAD STABILIZATION PROJECT ON 2ND AVENUE BETWEEN
LOPEZ AVENUE AND NORTH CASANOVA STREET IN AN AMOUNT NOT TO EXCEED $11,980

WHEREAS, 2nd Avenue is closed to through traffic between Lopez Avenue and North Casanova Street due to a road stabilization issue;

WHEREAS, the City Council has directed staff to investigate reopening access to 2nd Avenue;

WHEREAS, the City Engineer after a field review recommended hiring a geotechnical engineering consultant to investigate the road stabilization on 2nd Avenue;

WHEREAS, Haro, Kasunich and Associates is a geotechnical engineering firm that can perform a geotechnical investigation of 2nd Avenue.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY
OF CARMEL-BY-THE-SEA DOES:

1. Authorize entering into a contract with Haro, Kasunich and Associates for geotechnical investigation on a stabilization of 2nd Avenue between Lopez Avenue and North Casanova Street in an amount not to exceed $11,980.

2. Authorize the expenditure of $11,980 from Account No. 01-69051.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 3rd day of November 2009, by the following roll call vote:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED:

__________________________
MAYOR SUE McCLOUD

ATTEST:

______________________
Heidi Burch, City Clerk

CITY COUNCIL: Resolution Authorizing Use of One of City's Free Use Days at Sunset Center for Carmel Art and Film Festival

Meeting Date: November 3, 2009
Prepared by: Heidi Burch, City Clerk

City Council
Agenda Item Summary

Name: Consideration of a Resolution authorizing the use of one of the City’s free use days at the Sunset Center for the Carmel Art and Film Festival in October 2009.

Description: The Carmel Art and Film Festival requested one of the City’s free use days for the Sunset Theater during its event, which was held October 8-12, 2009. This was a new special event in the City of Carmel-by-the-Sea. Organizers said proceeds will benefit local youth arts programs. From all accounts, the event was successful and attracted a large audience.

Overall Cost:
City Funds: N/A
Grant Funds: N/A

Staff Recommendation: Adopt the Resolution.

Important Considerations: The City of Carmel-by the-Sea receives five days each fiscal year to use the Sunset Center at no cost. With Council approval of this request, there are no remaining free days available to the City this fiscal year.

Decision Record: None. This was a new event.

Reviewed by:

_____________________________ __________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA
AUTHORIZING THE USE OF ONE OF THE CITY’S FREE USE DAYS AT THE SUNSET CENTER IN OCTOBER 2009 FOR THE CARMEL ART AND FILM FESTIVAL

WHEREAS, the City has five free use days available each fiscal year for non-profit civic organizations that provide a public service to the Carmel community; and

WHEREAS, the Carmel Art and Film Festival, a new special event in the City, requested one free use day during its event, held from October 8-12, 2009; and

WHEREAS, the Carmel Art and Film Festival will serve the community good, as
proceeds from this event will enhance local youth art programs.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA DOES:

1. Approve one free use day of the Sunset Center Theater in October 2009, as described in the Agreement between the City and the Sunset Center Cultural, Inc.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 3rd day of November 2009, by the following roll call vote:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED:

_______________________
SUE McCLOUD, MAYOR

ATTEST:

_____________________
Heidi Burch, City Clerk

CITY COUNCIL: Resolution Approving Recycling Grants to Three Nonprofit Organizations

Meeting Date: November 3, 2009
Prepared By: Joyce Giuffre, Admin. Svcs Director

City Council
Agenda Item Summary

Name: Consideration of a Resolution awarding recycling grants totaling $33,215.18 to three nonprofit organizations.

Description: The City’s contract with Carmel Marina Corporation calls for annual grants to nonprofit organizations for recycling projects, special events, and ongoing recycling programs.

Each year, Carmel Marina Corporation remits $18,000 to the City. In turn, the City grants monies to nonprofit organizations that support the City’s educational recycling efforts.

Three nonprofit organizations applied this year for grant monies: Carmel High School; Hilton Bialek Biological Sciences Habitat; and Carmel River Elementary School. The grant requests were reviewed by City staff and representatives from Waste Management. In addition, the projects proposed by the Hilton Bialek Biological Sciences Habitat were reviewed and approved by City Forester Mike Branson, since the projects benefit the City’s Beach Bluff Pathway and Ocean Avenue.

Seven grant requests totaling $30,965.18 are recommended for funding approval (see Attachment “A”). The total of the grant requests recommended for approval plus the City’s estimated cost of related project expenses is $33,215.18. The current balance in the City’s Recycling Grants deposit Account 50-24050-0805 is $55,363.67.

Overall Cost: City Funds: N/A
Grant Funds: $33,215.18

Staff Recommendation: Approve the recycling grant funding for the projects totaling $33,215.18 to be funded from the Recycling Grants deposit account 50-24050-0805.

Important Considerations: The City’s contract with Carmel Marina Corporation requires that the City donate at least $18,000 to nonprofit organizations each year to programs or projects that expand the City’s recycling efforts.

Decision Record: Resolution 2008-75, dated November 4, 2008, which approved grants and related expenses totaling $18,650.

Reviewed by:

______________________________ _________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AWARDING RECYCLING GRANTS TOTALING $ 33,215.18 TO THREE NONPROFIT ORGANIZATIONS
_______________________________________________________________________
WHEREAS, the City and Carmel Marina Corporation have established and funded annual recycling projects, programs and special events by providing grants to local nonprofit organizations; and

WHEREAS, the City annually receives $18,000 from Carmel Marina Corporation to fund the recycling grants for nonprofit organizations; and

WHEREAS, the following nonprofit organizations submitted grant applications for projects and events in support of the City’s recycling program goals: Carmel High School; Hilton Bialek Biological Habitat; and Carmel River Elementary School; and

WHEREAS, the grant application requests that are recommended for funding approval total $30,965.18 plus an additional $2,250 requested for related project expenses to be provided by the City of Carmel-by-the-Sea, to be funded from the Recycling Grants deposit Account 50-24050-0805.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF
CARMEL-BY-THE-SEA DOES:

1. Approve payments totaling $30,965.18 to the three nonprofit organizations for recycling projects, programs and special events, per Attachment “A”, to be funded from the Recycling Grants deposit account 50-24050-0805.

2. Approve funding the $2,250 expenditure to fund project-related expenses from the Recycling Grant deposit Account 50-24050-0805.

PASSED AND ADOPTED BY THE CITY OF COUNCIL OF THE CITY OF CARMEL-BY-THE SEA this 3rd day of November 2009 by the following roll call votes:

AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:

SIGNED:

_________________________
SUE McCLOUD, MAYOR

ATTEST:

______________________
Heidi Burch, City Clerk

CITY COUNCIL: Resolution Related to the Sale of Seller's Proposition 1A Receivable from the State

Meeting Date: November 3, 2009
Prepared by: Joyce Giuffre Adm. Svcs. Director

City Council
Agenda Item Summary

Name: Consideration of a Resolution approving the form of and authorizing the execution and delivery of a purchase and sale agreement and related
documents with respect to the sale of the seller’s Proposition 1A receivable from the State; and directing and authorizing certain other actions in connection therewith

Description: When the State’s 2009/10 budget was adopted in July 2009, it included the emergency suspension of Proposition 1A. Proposition 1A was passed by California voters in 2004 to ensure local property and sales tax revenues remain with local governments, thereby safeguarding funding for local services. For Carmel-by-the-Sea, the suspension of Proposition 1A will result in a three year “loan” of 8% of the City’s FY 2009/10 property tax revenues to the State, estimated at $395,000.

The Proposition 1A Securitization Program was instituted by California Statewide Communities Development Authority (“California Communities”) to enable local agencies to sell their respective Proposition 1A receivables to California Communities.

California Communities will then issue bonds and provide each local agency with the cash proceeds in two equal installments.

The benefits of participating in the Prop 1A Securitization Program include:
• Immediate cash relief – The sale of the City’s Prop 1A Receivable will provide the City with 100% of its Proposition 1A Receivable in two equal installments, on January 15, 2010 and May 3, 2010 (to coincide with the dates that the State will be shifting property tax from local agencies).

• All costs of financing borne by the State of California – The City will not have to pay any interest cost or costs of issuance in connection with its participation.

• No obligation on Bonds – The City has no obligation with respect to the payment of the bonds, nor any reporting, disclosure, or other compliance obligations associated with the bonds.

If the City does not participate in the Prop 1A Securitization Program, it must amend its FY 2009/10 budget for the $395,000 property tax revenue shortfall. Expenditures reduction and/or transfers from reserves may be needed to maintain a balanced budget. If the City chooses to wait for repayment from the State, repayment will be made by June 30, 2013 (or earlier at the State’s discretion). The interest rate to be paid by State is 2.0%.

Overall Cost:
City Funds: There are no costs associated with participating in the Prop 1A
Securitization Program.

Staff Recommendation: Approve the Resolution. If Carmel-by-the-Sea sells its Prop 1A Receivable under the Prop 1A Securitization Program, California Communities will pledge the City’s Receivable to secure the repayment of a corresponding amount of the Prop 1A Bonds. The City’s sale of its Prop 1A Receivable will be irrevocable. Bondholders will have
no recourse to the City if the State does not make the Proposition 1A repayment.

Important Considerations: If the City chooses not to participate in the Prop 1A Securitization Program, the FY 2009/10 budget must be amended by cutting expenditures and/or using money from reserves to make up for the estimated $395,000 shortfall in property tax revenues withheld by the State.

Decision Record: None.

Reviewed by:

______________________________ _________________
Rich Guillen, City Administrator Date

RESOLUTION NO. ________________
CITY COUNCIL
OF THE
CITY OF CARMEL-BY-THE-SEA
A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE SALE OF THE SELLER’S PROPOSITION 1A RECEIVABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING 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 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 (the “Reimbursement Payments”), which reductions have been authorized pursuant to Sections 100.05 and 100.06 of the California Revenue and Taxation Code;

WHEREAS, the City of Carmel-by-the-Sea, a local agency within the meaning of Section 6585(f) of the California Government Code (the “Seller”), is entitled to and has determined to sell all right, title and interest of the Seller in and to its “Proposition 1A receivable”, as defined in
Section 6585(g) of the California Government Code (the “Proposition 1A Receivable”), namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to 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 joint exercise of powers authority organized and existing under the laws of the State (the “Purchaser”), has been authorized pursuant to Section 6588(x) of the California Government Code to purchase the Proposition 1A Receivable;

WHEREAS, the Purchaser desires to purchase the Proposition 1A Receivable and the Seller desires to sell the Proposition 1A 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”) for the purposes set forth herein;

WHEREAS, in order to finance the purchase price of the Proposition 1A Receivable from the Seller and the purchase price of other Proposition 1A 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 from the proceeds of the Seller’s Proposition 1A Receivable and other Proposition 1A Receivables sold to the Purchaser by local agencies in connection with the issuance of the Bonds;

WHEREAS, the Seller acknowledges that (i) any transfer of its Proposition 1A 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 City of Carmel-by-the-Sea to secure a borrowing, (ii) any such sale of its Proposition 1A
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 1A Receivable, and (iv) after such transfer, the Seller shall have no right, title, or interest in or to the Proposition 1A Receivable sold to the Purchaser and the Proposition 1A 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 1A 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 1A Receivable;

WHEREAS, the Seller will use the proceeds received from the sale of the Proposition 1A Receivable for any lawful purpose as permitted under the applicable laws of the State;

NOW THEREFORE, the City Council of the City of Carmel-by-the-Sea hereby resolves as follows:
Section 1. All of the recitals set forth above are true and correct, and this City Council hereby so finds and determines.

Section 2. The Seller hereby authorizes the sale of the Proposition 1A 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 City Council 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 1A Receivable and instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the Proposition 1A Receivable to the Trustee, on behalf of the Purchaser, which Irrevocable Written Instruction shall be in the form presented at this meeting.

Section 4. The Authorized Officers and such other Seller officers, as appropriate,
are hereby authorized and directed, jointly and severally, to do any and all things and to execute
and deliver any and all documents, including but not limited to, if required, appropriate escrow
instructions relating to the delivery into escrow of executed documents prior to the closing of the
Bonds, and such other documents mentioned in the Sale Agreement or the Indenture, which any
of them may deem necessary or desirable in order to implement the Sale Agreement and
otherwise to carry out, give effect to and comply with the terms and intent of this Resolution; and
all such actions heretofore taken by such officers are hereby ratified, confirmed and approved.
Section 5. All consents, approvals, notices, orders, requests and other actions
permitted or required by any of the documents authorized by this Resolution, whether before or
after the sale of the Proposition 1A Receivable or the issuance of the Bonds, including without
limitation any of the foregoing that may be necessary or desirable in connection with any default
under or amendment of such documents, may be given or taken by an Authorized Officer
without further authorization by this City Council, and each Authorized Officer is hereby
authorized and directed to give any such consent, approval, notice, order or request, to execute
any necessary or appropriate documents or amendments, and to take any such action that such
Authorized Officer may deem necessary or desirable to further the purposes of this Resolution.
Section 6. The City Council acknowledges that, upon execution and delivery of
the Sale Agreement, the Seller is contractually obligated to sell the Proposition 1A 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.
41
4
Section 7. This Resolution shall take effect from and after its adoption and
approval.
PASSED AND ADOPTED by the City Council of the City of Carmel-by-the-Sea,
State of California, this ______ day of ________________, 2009, by the following vote:
AYES:
NOES:
ABSENT:
Mayor
Attest:
City Clerk
Approved as to form :
SELLER’S COUNSEL
By
Dated:
42
APPENDIX A
CITY OF CARMEL-BY-THE-SEA
Authorized Officers: Rich Guillen, City Administrator
Sue McCloud, Mayor
any designee of any of them, as appointed in a written certificate of
such Authorized Officer delivered to the Trustee.
43
E-1
CITY OF CARMEL-BY-THE-SEA, CALIFORNIA,
as Seller
and
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY,
as Purchaser
__________________________
PURCHASE AND SALE AGREEMENT
Dated as of November 1, 2009
__________________________
44
TABLE OF CONTENTS
Page
i
1. DEFINITIONS AND INTERPRETATION...................................................................... 2
2. AGREEMENT TO SELL AND PURCHASE; CONDITIONS PRECEDENT................ 2
3. PURCHASE PRICE, CONVEYANCE OF PROPOSITION 1A RECEIVABLE
AND PAYMENT OF PURCHASE PRICE ...................................................................... 3
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.......................... 4
5. REPRESENTATIONS AND 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
11. THE SELLER’S ACKNOWLEDGMENT...................................................................... 10
12. NOTICES........................................................................................................................ 10
13. AMENDMENTS .............................................................................................................10
14. SUCCESSORS AND ASSIGNS..................................................................................... 10
15. THIRD PARTY RIGHTS................................................................................................ 11
16. PARTIAL INVALIDITY ................................................................................................11
17. COUNTERPARTS ..........................................................................................................11
18. ENTIRE AGREEMENT..................................................................................................11
19. GOVERNING LAW........................................................................................................12
EXHIBIT A – DEFINITIONS...................................................................................................A-1
EXHIBIT B1 – OPINION OF SELLER’S COUNSEL........................................................... B1-1
EXHIBIT B2 – BRINGDOWN OPINION OF SELLER’S COUNSEL................................. B2-1
EXHIBIT C1 – CLERK’S CERTIFICATE............................................................................. C1-1
EXHIBIT C2 – SELLER CERTIFICATE............................................................................... C2-1
EXHIBIT C3 – BILL OF SALE AND BRINGDOWN CERTIFICATE................................ C3-1
EXHIBIT D – IRREVOCABLE INSTRUCTIONS TO CONTROLLER................................D-1
EXHIBIT E – ESCROW INSTRUCTION LETTER................................................................ E-1
45
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, dated as of November 1, 2009
(this “Agreement”), is entered into by and between:
(1) CITY OF CARMEL-BY-THE-SEA, a local agency of the State of
California within the meaning of Section 6585(f) of the California Government Code (the
“Seller”); and
(2) CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT
AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the
State of California (the “Purchaser”).
RECITALS
A. Pursuant to Section 25.5 of Article XIII of the California 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 California (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 of the California Revenue and Taxation Code.
B. The Seller is the owner of the Proposition 1A Receivable (as defined
below) and is entitled to and has determined to sell all right, title and interest in and to the
Proposition 1A receivable, namely, the right to payment of moneys due or to become due to the
Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and
Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to 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
Government Code to purchase the Proposition 1A Receivable.
E. The Seller is willing to sell, and the Purchaser is willing to purchase, the
Proposition 1A Receivable upon the terms specified in this Agreement.
F. Pursuant to its Proposition 1A Receivable Financing Program (the
“Program”), the Purchaser will issue its bonds (the “Bonds”) pursuant to an Indenture (the
“Indenture”), between the Purchaser and Wells Fargo Bank, National Association, as trustee (the
“Trustee”), and will use a portion of the proceeds thereof to purchase the Proposition 1A
Receivable from the Seller.
G. The Purchaser will grant a security interest in such Proposition 1A
Receivable to the Trustee and each Credit Enhancer to secure the Bonds.
46
2
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 terms 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 1A receivable” as defined in Section 6585(g) of the California Government
Code (the “Proposition 1A Receivable”), namely, the right to payment of moneys due or to
become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California
Constitution and Section 100.06 of the California Revenue and Taxation Code. 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 by e-mail to john.deleray@wellsfargo.com or
by facsimile to 213-614-3355, Attention: John Deleray. If wire 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: (1) an opinion of
counsel to the Seller dated the Pricing Date in substantially the form
attached hereto as Exhibit B1, (2) certificates dated the Pricing Date in
substantially the forms attached hereto as Exhibit C1 and Exhibit C2,
(3) irrevocable instructions to the Controller dated as of the Closing Date
in substantially the form attached hereto as Exhibit D, (4) this Agreement,
(5) a certified copy of the resolution of the Seller’s City Council 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 1A 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 performing its obligations
hereunder. Seller specifically disclaims any right to rescind this Agreement, or to assert that title
to the Proposition 1A 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, Conveyance of Proposition 1A Receivable and Payment 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 1A 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 1A 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
1A 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 Warranties 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 California.
(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 1A 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 1A 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 1A Receivable or which if determined adversely to the Purchaser would have an
adverse effect upon the Purchaser’s ability to purchase the Proposition 1A 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 1A 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 1A 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 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.
(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 1A Receivable or the performance by the Seller of its
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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 effect.
(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 property 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
City Council members or officers to their respective offices, or seeking to restrain or to enjoin
the sale of the Proposition 1A 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 1A Receivable or which if determined adversely to the Seller would have an adverse
effect upon the Seller’s ability to sell the Proposition 1A Receivable, nor to the knowledge of the
Seller is there any basis therefor.
(g) Prior to the sale of the Proposition 1A Receivable to the Purchaser, the Seller
was the sole owner of the Proposition 1A Receivable, and has such right, title and interest to the
Proposition 1A Receivable as provided in the Act. From and after the conveyance of the
Proposition 1A Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have
no right, title or interest in or to the Proposition 1A 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 1A
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 1A Receivable to the Purchaser, the Seller held title to the
Proposition 1A 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 1A Receivable.
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(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.
(j) 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
PO Box CC, Carmel-by-the-Sea, CA 93921.
(l) The aggregate amount of the Installment Payments is reasonably equivalent
value for the Proposition 1A Receivable. The Seller acknowledges that the amount payable to or
on behalf of the Purchaser by the State with respect to the Proposition 1A Receivable will be in
excess of the Purchase Price and the Initial Amount of the Proposition 1A Receivable and
confirms 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 permit itself to be held out as having agreed to pay or 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 of the Bonds or any interest therein.
(o) 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
terms and conditions (including, without limitation, terms 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 arms-length 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 1A Receivable and in the proceeds
thereof. The Seller shall not take any action or omit to take any action that shall adversely affect
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the ability of the Purchaser, and any assignee of the Purchaser, to receive payments of the
Proposition 1A 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
1A 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 1A Receivable to the
Trustee, together with notice of the sale of the Proposition 1A 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 1A Receivable, any authority to collect the Proposition
1A 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 1A Receivable. In the
event that the Seller receives any proceeds of the Proposition 1A 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.
(f) 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 1A Receivable.
(g) The Seller shall treat the sale of the Proposition 1A Receivable as a sale for
regulatory and accounting purposes.
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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 1A 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 1A Receivable is not a debt or liability of the Seller, and that the Proposition 1A
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 1A Receivable. No representation is made by the
Seller concerning the obligation or ability of the State to make any payment of the Proposition
1A 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 offering 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 1A 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 Indenture, 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. Liability of Seller; Indemnification. 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.
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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 counsel or 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.
11. 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 1A 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 1A 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.
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15. Third Party 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 Credit 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. Counterparts. 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.
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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 written above.
CITY OF CARMEL-BY-THE-SEA, as Seller
By:
Authorized Officer
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY, as Purchaser
By:
Authorized Signatory
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A-1
EXHIBIT 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 jgiuffre@ci.carmel.ca.us 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 Support Instrument” means a policy of insurance, a letter of credit, a
stand-by purchase agreement, a revolving credit agreement or other credit arrangement 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 jgiuffre@ci.carmel.ca.us not later than one day prior to the Pricing Date.
“Principal Place of Business” means, with respect to the Seller, the location of the
Seller’s principal place of business and chief executive office located at PO Box CC, Carmel-bythe-
Sea, CA 93921.
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A-2
“Proposition 1A 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 City Council approving the sale
of the Proposition 1A 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 1A Receivable of
City of Carmel-by-the-Sea, dated as of the Closing Date.
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EXHIBIT B1
OPINION OF COUNSEL
to
CITY OF CARMEL-BY-THE-SEA
Dated: Pricing Date
California Statewide Communities Development Authority
Sacramento, California
Wells Fargo Bank, National Association
Los Angeles, California
Re: Sale of Proposition 1A Receivable
Ladies & Gentlemen:
[I have/This Office has] acted as counsel for the City of Carmel-by-the-Sea (the
“Seller”) in connection with the adoption of that certain resolution (the “Resolution”) of the City
Council 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 1A Receivable”, as defined in and pursuant to the Purchase and Sale Agreement
dated as of November 1, 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 Seller’s Proposition 1A 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. [I/We] 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 [I/we]
deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4
below, [I/we] 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:
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1. The Seller is a local agency, within the meaning of Section 6585(f) 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 1A Receivable or to direct the application of the proceeds of
the sale thereof, or materially adversely affecting the sale of the Proposition 1A 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 1A
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 1A 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 1A 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 1A Receivable or as to any legal or
equitable remedies that may be available to any person should the Proposition 1A Receivable
have little or no value. No opinion is expressed with respect to the sale of Bonds by the
Purchaser.
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The legal opinion set forth herein is intended for the information solely of the
addressees hereof and for the purposes contemplated by the Sale 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 governmental 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. [I/We] 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
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EXHIBIT B2
OPINION OF COUNSEL
to
CITY OF CARMEL-BY-THE-SEA
Dated: Closing Date
California Statewide Communities Development Authority
Sacramento, California
Wells Fargo Bank, National Association
Los Angeles, California
Re: Sale of Proposition 1A Receivable (Bringdown Opinion)
Ladies & Gentlemen:
Pursuant to that certain Purchase and Sale Agreement dated as of November 1,
2009 (the “Sale Agreement”) between the City of Carmel-by-the-Sea (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 1A 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)(1) of the Sale Agreement.
Very truly yours,
By:
Seller’s Counsel
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EXHIBIT C1
CLERK’S CERTIFICATE
CERTIFICATE OF THE
CITY CLERK OF
CITY OF CARMEL-BY-THE-SEA, CALIFORNIA
Dated: Pricing Date
The undersigned City Clerk of the City of Carmel-by-the-Sea (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 regular meeting of the City Council 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 City Council 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 Carmel-by-the-Sea, 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:
City Clerk of the City of Carmel-by-the-
Sea, California
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EXHIBIT C2
SELLER CERTIFICATE
SELLER CERTIFICATE
Dated: Pricing Date
We, the undersigned officers of the City of Carmel-by-the-Sea (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
1A 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:
1. 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 City Council duly adopted its resolution (the “Resolution”) approving the sale of the
Seller’s Proposition 1A Receivable at a meeting of the City Council 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.
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Name, Official Title Signature
Rich Guillen, City Administrator
Sue McCloud, Mayor
I HEREBY CERTIFY that the signatures of the officers named above are
genuine.
Dated: Pricing Date
By:
City Clerk of the City of Carmel-by-the-
Sea, California
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EXHIBIT C3
BILL OF SALE AND BRINGDOWN CERTIFICATE
BILL OF SALE AND BRINGDOWN CERTIFICATE
Pursuant to terms and conditions of the Purchase and Sale Agreement (the “Sale
Agreement”), dated as of November 1, 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 1A Receivable as defined in the Sale Agreement (the “Proposition
1A 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 1A 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
1A 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 1A 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 City Clerk 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
Agreement.
Dated: Closing Date
CITY OF CARMEL-BY-THE-SEA
By:
Authorized Officer
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D-1
EXHIBIT D
IRREVOCABLE INSTRUCTIONS TO CONTROLLER
IRREVOCABLE INSTRUCTIONS FOR DISBURSEMENT
OF PROPOSITION 1A RECEIVABLE OF
CITY OF CARMEL-BY-THE-SEA
Dated: Closing Date
Office of the Controller
State of California
P.O. Box 942850
Sacramento, California 94250-5872
Re: Notice of Sale of Proposition 1A Receivable by the City of Carmel-bythe-
Sea and Wiring Instructions Information Form
_____________________________________________________
Dear Sir or Madam:
Pursuant to Section 6588.6(c) of the California Government Code, City of
Carmel-by-the-Sea (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 1A Receivable” as defined in Section 6585(g) of the California Government Code
(the “Proposition 1A Receivable”), namely, the right to payment of moneys due or to become
due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California
Constitution and Section 100.06 of the California Revenue and Taxation Code.
By resolution, the Seller’s City Council authorized the sale of the Proposition 1A
Receivable to the California Statewide Communities Development Authority (the “Purchaser”)
pursuant to a Purchase and Sale Agreement, dated as of November 1, 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 1A 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 1A 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 forth below.
Please note that the sale of the Proposition 1A 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 the consent of the Trustee. Should
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D-2
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 Proposition 1A 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 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.
Bank Name: Wells Fargo Bank, N.A.
Bank ABA Routing #: 121000248
Bank Account #: 0001038377
Bank Account Name: Corporate Trust Clearing
Further Credit To: CSCDA Proposition 1A Bonds
Bank Address: 707 Wilshire Blvd., 17th Floor
MAC E2818-176
Los Angeles, CA 90017
Bank Telephone #: (213) 614-3353
Bank Contact Person: 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,
CITY OF CARMEL-BY-THE-SEA
By:
Authorized Officer
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E-1
EXHIBIT E
ESCROW INSTRUCTION LETTER
ESCROW INSTRUCTION LETTER
______________, 2009
California Statewide Communities Development Authority
1100 K Street
Sacramento, CA 95814
Re: Proposition 1A Receivable Financing
Dear Sir or Madam:
The City of Carmel-by-the-Sea (the “Seller”) hereby notifies you of its agreement
to participate in the California Statewide Communities Development Authority Proposition 1A
Receivable Financing. By adoption of a resolution (the “Resolution”) authorizing the sale of its
Proposition 1A Receivable, the Seller’s City Council 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 1A 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. certified copy of the Resolution, together with a certificate of the City Clerk,
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 of November 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.
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E-2
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,
CITY OF CARMEL-BY-THE-SEA
By:
Authorized Officer
Enclosures
cc: Orrick, Herrington & Sutcliffe LLP