Loading...
2003/06/24 Rohnert Park Financing Authority Resolution RESOLUTION NO. 2003-01 A RESOLUTION OF THE ROHNERT PARK FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS NOT TO EXCEED $19,000,000 AGGREGATE PRINCIPAL AMOUNT OF ROHNERT PARK FINANCING AUTHORITY MOBILE HOME PARK REVENUE BONDS (RANCHO FELIZ MOBILE HOME PARK) 2003 SERIES A AND SERIES B AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH ROHNERT PARK FINANCING AUTHORITY WHEREAS, the Rohnert Park Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the "Authority"), is authorized to issue bonds pursuant to Section 52100 and following of the Health and Safety Code of the State of California (the "Law") to finance the acquisition of mobile home parks by nonprofit organizations within the jurisdiction of the Authority; and WHEREAS, Millennium Housing Corporation, a California nonprofit public benefit corporation (the "Borrower") qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), has requested that the Authority issue and sell three series of revenue bonds for the purpose of providing financing for the acquisition and renovation of a 297-space mobile home park located at 6607 Redwood Drive in the City of Rohnert Park, California (the "City") and known as the Rancho Feliz Mobile Home Park (the "Project"); and WHEREAS, the City is a member of the Authority; and WHEREAS, the financing of the Project will lessen the governmental burden of the City by preserving affordable housing within the City; and WHEREAS, the Authority proposes to issue its not to exceed $19,000,000 aggregate principal amount Rohnert Park Financing Authority Mobile Home Park Revenue Bonds (Rancho Feliz Mobilehome Park) in two series (collectively, the "Bonds") pursuant to the Law to finance the acquisition and renovation by the Borrower of the Project; and WHEREAS, there has been presented to the Board of Directors at this meeting proposed forms of an Indenture of Trust, a Loan Agreement, a Regulatory Agreement and an Administration and Oversight Agreement, as well as Preliminary Official Statements relating to the Series A Bonds and the Series B Bonds and a Purchase Contract with respect to the purchase ofthe Series A Bonds and the Series B Bonds by Kinsell, Newcomb & De Dios, Inc. (the "Underwriter") for sale to the public; and WHEREAS, as required by Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), as amended, the City Council of the City has on June 10,2003 conducted a duly noticed public hearing with respect to the proposed issuance of the Bonds and financing the RVPUBIFJBI654420 Project by the Authority, such notice being published in a newspaper of general circulation in the City; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Bonds exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement oflaw, to issue the Bonds for the purposes, in the manner and upon the terms herein provided. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Rohnert Park Financing Authority as follows: SECTION 1. Recitals. The above recitals, and each ofthem, are true and correct. SECTION 2. Appointment of Trustee. Union Bank of California, N.A. is hereby appointed as the initial trustee (the "Trustee") under the Indenture of Trust (the "Indenture") relating to the Bonds, with the duties and powers of such Trustee as are set forth in the Indenture. SECTION 3. Indenture. The Indenture authorizing the issuance of the Bonds, between the Authority and the Trustee, in the form presented at this meeting, is hereby approved and the President, Vice President, Executive Director of Secretary (each, an "Authorized Officer"), each acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in the form hereby approved together with such additions or changes as the officer executing the same, upon consultation with the Authority Counsel and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof by the Authority. SECTION 4. Form of Bonds. The forms of the Bonds, each as set forth in the Indenture, are hereby approved and the President or Vice President and the Secretary are hereby authorized and directed to execute by manual or facsimile signature, for and in the name and on behalf of the Authority, the Bonds in either temporary and/or definitive form in the aggregate principal amounts and all in accordance with the terms and provisions of the Indenture. SECTION 5. Loan Agreement. The Loan Agreement (the "Loan Agreement") by and among the Authority, the Trustee and the Borrower, whereby the proceeds of the Bonds are to be loaned to the Borrower for the purpose of providing permanent financing for the acquisition and renovation of the Project, in the form presented at this meeting, is hereby approved and the Authorized Officers, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Loan Agreement in the form hereby approved together with such additions or changes as the officer executing the same, upon consultation with the Authority Counsel and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof by the Authority. SECTION 6. Regulatory Agreement. The form of the Regulatory Agreement and Declaration of Restrictive Covenants by and among the Authority, the Trustee and the Borrower (the "Regulatory Agreement") in the form presented at this meeting, is hereby approved and the Authorized Officers, each acting alone, are hereby authorized and directed, for and in the name RVPUBIFJBI654420 2 and on behalf ofthe Authority, to execute and deliver the Regulatory Agreement with respect to the Project in the form hereby approved together with such additions or changes therein as the officer executing the same, upon consultation with the Authority Counsel and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof by the Authority. SECTION 7. Official Statements. The two Preliminary Official Statements relating to the Series A Bonds and the Series B Bonds. (collectively, the "Preliminary Official Statements") in the forms presented at this meeting, are hereby approved. The Program Administrator is hereby authorized and directed to make changes to the forms of the Preliminary Official Statements hereby approved, upon consultation with the Authority Counsel and Bond Counsel, as necessary or desirable to reflect the terms of the financing and the documents with respect thereto. The Preliminary Official Statements may be brought into the form of final Official Statements which shall contain such changes or modifications thereto as may be deemed necessary or desirable by the Program Administrator, upon consultation with the Authority Counsel and Bond Counsel. The Authorized Officers, each acting alone, are hereby authorized and directed, for and in the name and on behalfof the Authority, to execute and deliver the final Official Statements. The Authorized Officers, each acting alone, are authorized and directed, on behalf of the Authority, to certify the Preliminary Official Statements as "near final" for purposes of Rule 15c2-12 under the Securities and Exchange Act of 1934, as amended ("Rule 15c2-12"), and to certify the Official Statements as "final" pursuant to Rule 15c2-12. SECTION 8. Purchase Contract for Series A Bonds and Series B Bonds. The Purchase Contract with respect to the Series A Bonds and the Series B Bonds, among the Authority, the Borrower and the Underwriter, in the form presented at this meeting, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized to execute the Purchase Contract in said form, together with such additions or changes as the officer executing the same, upon consultation with the Authority Counsel and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery ofthe Purchase Contract by the Authority; provided that (i) the combined aggregate principal amount ofthe Series A Bonds and the Series B Bonds to be sold pursuant to the Purchase Contract shall not exceed $19,000,000, (ii) the interest rates on the Series A Bonds shall not result in a net interest cost greater than 6.50% per annum with respect to the Series A Bonds; (iii) the interest rates for the Series B Bonds shall not result in a net interest costs greater than 7.75% per annum with respect to Series B Bonds; and (iv) the Underwriter's discount shall not exceed 2%. SECTION 9. Administration and Oversight Agreement. The Administration and Oversight Agreement (the "Administration Agreement") in the form presented at this meeting, by and among the Authority, the Borrower and Wolf & Company, Inc. (or such other entity as the Program Administrator shall select) as Oversight Agent, is hereby approved and the Authorized Officers, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Administration Agre~ment in the form hereby approved, together with such additions or changes as the officer executing the same, upon consultation with the Authority Counsel and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. R VPUBIFJBI654420 3 SECTION 10. Designation of Professionals. The law firm of Best Best & Krieger LLP is hereby designated as Bond Counsel and Disclosure Counsel to the Authority with respect to the Bonds and the Program Administrator is authorized to enter into an agreement with said firm for such services on behalf ofthe Authority. Kinsell, Newcomb & De Dios, Inc. is hereby designated as underwriter for the Bonds. SECTION 11. Other Acts. The President, Vice President, Executive Director, Secretary, Authority Counsel and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including without limitation, 'obtaining bond insurance and a rating for the Bonds, and including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein in connection with the issuance and sale of the Bonds or to otherwise effectuate the purposes of this Resolution. SECTION 12. Effective Date. This Resolution shall take effect immediately upon adoption. RVPUBIFJBI654420 4 PASSED, APPROVED AND ADOPTED by the Rohnert Park Financing Authority, at a special meeting thereof, this 24th day of June, 2003, by the following vote, to wit: AYES: (4) Directors: Mackenzie, Spradlin, Vidak-Martinez, Flores NOES: (0) Directors: ABSENT: (1) Directors: Nordin , Deputy Park Financing Autho STATE OF CALIFORNIA ) COUNTY OF SONOMA) ss. CITY OF ROHNERT PARK) ~~ ~J~ Chair Rohnert Park Financing Authority I, Troy C. Dettling, Deputy Secretary of the Rohnert Park Financing Authority, hereby certify that I have compared the foregoing copy with the original RESOLUTION NO. 2003-01 passed and adopted by said Authority at a special meeting thereof, at the time and by the vote therein stated, which original resolution is now on file in my office, and that the same is a full, true and correct copy thereof. Deputy ark Financing Authority RVPUBIFJBI654420 5