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1999/06/08 Rohnert Park Financing Authority Resolution RESOLUTION NO. 99-05 ~ RESOLUTION OF THE BOARD OF DIRECTORS OF THE ROHNERT PARK FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE AGREEMENT, A TRUST AGREEMENT, A CONTRACT OF PURCHASE, APPROVING AN OFFERING CIRCULAR AND OTHER MATTERS RELATING TO THE EXECUTION, DELIVERY AND SALE OF THE CITY OF ROHNERT PARK'S CERTIFICATES OF PARTICIPATION (MASTER EQUIPMENT LEASE PROGRAM) 1999 SERIES A. WHEREAS, the ROHNERT PARK FINANCING AUTHORITY (the "Authority") is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated January 1, 1999 by and between the City of Rohnert Park (the "City") and the Community Development Commission of the City of Rohnert Park (the "Commission"), and under the provisions of Articles I through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act to enter into lease arrangements with the City to finance public improvements; and WHEREAS, the City Council of the City (the "City Council") has determined that it is in the best interests of the City that the City participate in the financing of the acquisition of, vehicles and other equipment for City use (the "Project") through the execution, delivery and sale by the trustee appointed by the City under the hereinafter-mentioned Trust Agreement, of certificates of participation in a principal amount of not to exceed $2,000,000 for the City and which will be designated "City of Rohnert Park Certificates of Participation (Master Equipment Lease Program) 1999 Series A" (the "Certificates"); and WHEREAS, in order to accomplish the acquisition and construction of the Project and the execution, delivery and sale of the Certificates, it is necessary that the Authority enter into a Master Equipment Lease Agreement and a Trust Agreement relating to the Certificates and that certain other action be taken and authorized, and WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has determined that the Authority should enter into the aforementioned agreements and take certain other action in order to assist the City in accomplishing the aforementioned matters; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE WESTMINSTER PUBLIC FINANCING AUTHORITY AS FOLLOWS: Section 1. Master Equipment Lease Agreement. The agreement entitled Master Equipment Lease to be entered into by and between the Authority and the City, which provides generally for the acquisition of the Project by the Authority and the lease of the Project to the City is hereby approved, and the Executive Director or the Treasurer and Controller or any other officer as either may designate are hereby separately authorized to execute said Master Equipment Lease Agreement on behalf of the Authority in substantially the form hereby approved, with such changes, insertions or omissions as may be approved by such official or his designee, and the Secretary is hereby authorized and directed to attest to such official's signature. SFLlBI/1078360/1/99990/00004/colomag/June 2,1999 - 11:49 Resolution No.99-05 for Rohnert Park Financing Authority Section 2. Trust Agreement. The agreement entitled "Trust Agreement" to be entered into by and among the City, the Authority and the Trustee, which provides generally for (a) the execution and delivery by the Trustee of the Certificates, (b) the establishment of the repayment terms of the Certificates, and (c) the performance of other duties by the Trustee, is hereby approved, and the Executive Director or the Treasurer and Controller or any other officer as either may designate are hereby authorized to execute the Trust Agreement on behalf of the Authority in substantially the form hereby approved, with such changes, insertions or omissions as may be approved by such official or his designee, and the Secretary as hereby authorized and directed to attest to such official's signature. Section 3. Appointment of Trustee. U.S. Bank Trust National Association is hereby designated to act as Trustee pursuant to the Trust Agreement and to act as Trustee for the Certificates. Section 4. Appointment of City Manager and City Finance Director to Act as Agent. The Authority hereby consents to the appointment by the City of the City Manager, the City Finance Director/Treasurer and any other officer of the City that may be designated by the City Council to acquire the Project. The Authority hereby appoints the City Manager, the City Finance Director/Treasurer or any other officer of the City that may be designated by the City Council as its agent to take any and all action necessary to the Project. Upon the direction of the City Manager, the City Finance Director/Treasurer or any other officer of the City that may be designated by the City Council, the appropriate officers of the Authority shall be authorized to sign any and all necessary or prudent documentation with respect to the acquisition of additional equipment and the execution and delivery of the Certificates. Section 5. Certificates. The form of the Certificates as set forth in the Trust Agreement is hereby approved, and the Trustee is hereby authorized to execute and deliver the Certificates in an aggregate principal amount which shall not exceed the amount set forth in the recitals of this Resolution and to apply and expend the proceeds thereof as specified in the First Supplement to Trust Agreement. The Executive Director and Treasurer and Controller of the Authority are hereby authorized and directed to cooperate with the officers of the City in determining the final aggregate principal amount of the Certificates to be issued based on the determination of said officers of the amount needed to finance the Project. Section 6. Official Statement and Contract of Purchase. The Official Statement prepared in connection with the Certificates is hereby approved and the distribution of the Official Statement is also approved. The form of Contract of Purchase presented by Stone & Youngberg LLC, as underwriter, is hereby approved and the Executive Director or his designee is hereby authorized to execute and deliver said agreement on behalf of the Authority subject to the establishment of the final terms for the sale of the Certificates by the City, or by the City's staff under authority delegated to it by the City Council. SFLlB 1/1 078360/1/99990/00004/colomag/June 2, 1999 - 11 :49 2 Resolution No. 99-05 for Rohnert Park Financing Authority Section 7. Other Action. The Chair, the Secretary, the Executive Director, the Treasurer and Controller and the other officers of the Authority are hereby authorized to take any and all action which is directed by legal counsel to the Authority with respect to the execution, acknowledgment and delivery of the aforementioned agreements and the sale of the Certificates which in the opinion of said legal counsel is necessary in order for the authorizations and direction provided in this Resolution to be carried out. Section 8. adoption. . I certify that the foregoing resolution was duly adopted at a meeting of the Board of the Rohnert Park Financing Authority duly held on the 8th day of June , 1999, by the following vote: 5-0, unanimously a]?proved, as signified on votes listed below. Effective Date. This resolution shall take effect immediately upon ATTEST: ROBNERT PARK FINANCING AUTHORITY FLORES AYE MACKENZIE AYE SPIRO AYE VIDAK-MARTINEZ AYE REilLY AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAlN: (0) SFLlBI/1078360/1/99990/00004/colomag/June 2,1999 - 11:49 3