2003/06/24 Rohnert Park Financing Authority Resolution (2)
RESOLUTION NO. 2003-02
A RESOLUTION OF THE ROHNERT PARK FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE AND SALE OF NOT TO EXCEED $7,500,000 AGGREGATE
PRINCIPAL AMOUNT OF LEASE REVENUE REFUNDING BONDS, SERIES 2003 FOR
THE REFINANCING OF CERTAIN CAPITAL IMPROVEMENTS LOCATED WITHIN
THE CITY, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND
DELIVERY OF A TRUST AGREEMENT, A FACILITIES LEASE, A SITE LEASE, A
PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT;
APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL STATEMENT FOR
THE BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND
EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES IN CONNECTION
THEREWITH.
WHEREAS, the City of Rohnert Park (the "City") and the Community
Development Commission of the City of Rohnert Park (the "Commission") have
heretofore entered into a Joint Exercise of Powers Agreement, dated as of January 1,
1999 (the "Joint Powers Agreement"), which Joint Powers Agreement creates and
establishes the Rohnert Park Financing Authority (the "Authority");
WHEREAS, pursuant to Article 11 of Chapter 3 of Division 2 of Title 5 of the
Government Code of the State of California, the Authority authorized to issue bonds to
assist local agencies in financing and refunding certain bonds, upon authorization by
resolution of such local agency member of the joint powers authority;
WHEREAS, the City previously caused to be executed and delivered
$8,190,000 of its Certificates of Participation Refunding Certificates of Participation
(Rohnert Park Public Safety Facility Project) (the "Series 1994 Certificates") to refinance
the construction of a building housing police and fire departments, located on an
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approximately 6-acre site owned by the City and known as the City of Rohnert Park
Public Safety Building;
WHEREAS, the City previously caused to be executed and delivered
$1,831,000 of its Certificates of Participation (Master Lease Equipment Program) 1999
Series A (the "Series 1999 Certificates" and, collectively with the Series 1994
Certificates, the "Prior Certificates") to finance the acquisition, delivery and installation of
various equipment, including 8 police vehicles, 8 other vehicles, the City's share of a
County-wide police records and dispatch system, other vehicular equipment and
miscellaneous information and software systems;
WHEREAS, the City has requested that the Authority issue lease revenue
refunding bonds for the purpose of refunding the Prior Certificates to obtain cash-flow
benefits;
WHEREAS, it is further proposed that the Authority and Union Bank of
California, N.A., as trustee (the "Trustee"), enter into a trust agreement (the "Trust
Agreement"), to be dated as of July 1, 2003 (the "Trust Agreement") and, pursuant to
the Trust Agreement the Authority will issue up to $7,500,000 aggregate principal
amount of Rohnert Park Financing Authority Lease Revenue Refunding Bonds, Series
2003 (the "Bonds"), and will use the proceeds to refund the Prior Certificates, fund a
reserve fund and pay costs of issuance of the Bonds;
WHEREAS, it is proposed that the Authority enter into Site Lease, to be
dated as of July 1, 2003 (the "Site Lease") pursuant to which the City will lease the
Rohnert Park Public Safety Building, located in Rohnert Park, California or such other
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property as may be substituted therefor pursuant to Section 8 below (the "Leased
Property") to the Authority;
WHEREAS, it is proposed that the Authority enter into a Facilities Lease,
to be dated as of July 1, 2003 (the "Facilities Lease") pursuant to which it will lease back
the Leased Property to the City;
WHEREAS, under the Facilities Lease, the City would be obligated to
make base rental payments to the Authority which the Authority will use to pay debt
service on the Bonds;
WHEREAS, Stone & Youngberg LLC, is acting as underwriter (the
"Underwriter") to the City and the Authority and Orrick, Herrington & Sutcliffe LLP is
serving as bond ("Bond Counsel") to the City and the Authority in connection with the
financing;
WHEREAS, a proposed form of Preliminary Official Statement describing
the Bonds, which will be distributed to potential purchasers of the Bonds, has been
presented to this Board;
WHEREAS, this Board has been presented with the form of each
document referred to herein relating to the Bonds, and the Board has examined and
approved each document and desires to authorize and direct the execution of such
documents. and the consummation of such financing;
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WHEREAS, the Authority has full legal right, power and authority under
the laws of the State of California to enter into the transactions hereinafter authorized;
and
NOW, THEREFORE, BE IT RESOLVED BY THE ROHNERT PARK
FINANCING AUTHORITY that
Section 1. The foregoing recitals are true and correct and this Board so
finds and determines.
Section 2. The issuance and sale of the Bonds by the Authority, in an
aggregate principal amount not to exceed $7,500,000 for the refunding of the Prior
Certificates is hereby authorized and approved.
Section 3. The form of Site Lease, on file with the Secretary of the
Authority (the "Secretary"), is hereby approved, and the Chair, the Vice Chair and the
Treasurer, and such other person or persons designated by the Treasurer (the
"Authorized Signatories"), are hereby authorized and directed to execute and deliver the
Site Lease in substantially said form, with such changes therein as such officers may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof; provided, however, that the term thereof (excluding any extensions
provided for under the Site Lease) shall not exceed July 1, 2025. Among the changes
authorized to be made to such Site Lease are such changes as are necessary in the
event the Treasurer or her designee determines it is desirable to obtain municipal bond
insurance, a reserve facility or a credit rating for the Bonds, including but not limited to
the addition of property to the Leased Property (as defined in the Facilities Lease).
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Section 4. The form of Facilities Lease, on file with the Secretary, is
hereby approved, and any two of the Authorized Signatories are hereby authorized and
directed to execute and deliver the Facilities Lease in substantially said form, with such
changes therein as such officers may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof, provided, however, that
the term thereof (excluding any extensions provided for under the Facilities Lease) shall
not exceed July 1, 2025. Among the changes authorized to be made to such Facilities
Lease are such changes as are necessary in the event the Treasurer or her designee
determines it is desirable to obtain municipal bond insurance, a reserve facility or a
credit rating for the Bonds, including but not limited to the addition of property to the
Leased Property (as defined in the Facilities Lease).
Section 5. The form of Trust Agreement by and between the Trustee and
the Authority, on file with the Secretary, is hereby approved. Any two of the Authorized
Signatories are hereby authorized and directed to execute and deliver the Trust
Agreement in substantially said form, with such changes therein as such officers may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof. Among the changes authorized to be made to such Trust Agreement
are such changes as are necessary in the event the Treasurer determines it is desirable
to obtain municipal bond insurance, a reserve facility or a credit rating for the Bonds.
Section 6. The form of Preliminary Official Statement describing the
Bonds, on file with the Secretary, is hereby approved and the Treasurer or her
designee, is hereby authorized and directed to execute and deliver a final Official
Statement in substantially said form with such additions, corrections and revisions as
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may be determined to be necessary or desirable by the Underwriter, Bond Counselor
the City Attorney's Office. The Underwriter is hereby authorized and directed to cause
to be supplied to prospective purchasers of the Bonds copies of a preliminary official
statement in such form, and to supply the purchasers of the Bonds with copies of a final
official statement, completed to include, among other things the interest rate or rates,
and final sale information for the Bonds. The Treasurer or her designee, is hereby
authorized and directed to execute a certificate confirming that the Preliminary Official
Statement has been "deemed final" by the Authority for purposes of Securities and
Exchange Commission Rule 15c2-12.
Section 7. The form of Purchase Contract by and among the Authority,
the City and the Underwriter, on file with the Secretary, is hereby approved. Among the
changes authorized to be made to the Purchase Contract are such changes as are
necessary in the event the Treasurer or her designee determines it is desirable to obtain
municipal bond insurance, a reserve facility or a credit rating for the Bonds.
Section 8. The proposed form of Continuing Disclosure Agreement, to be
dated the date of issuance of the Bonds, by and between the City and the Trustee, on
file with the Secretary, is hereby approved.
Section 9. The officers of the Authority are hereby authorized and
directed, jointly and severally, to do any and all things which they may deem necessary
or advisable in order to consummate the transactions herein authorized and otherwise
to carry out, give effect to and comply with the terms and intent of this Resolution,
including, but not limited to, executing and delivering other documents (including,
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without limitation, any required escrow or termination agreements or agreements in
connection with bond insurance) signature certificates, no-litigation certificates, tax and
rebate certificates and certificates concerning the contents of the Official Statement
distributed in connection with the sale of the Bonds. The Authorized Signatories are
hereby authorized and directed to execute and deliver any and all certificates,
instructions as to investments, written requests and other certificates necessary and
desirable to administer the Bonds and the Trust Agreement or other documents
authorized hereunder including executing Written Requests of the Authority authorizing
disbursements from the Costs of Issuance Fund for payment of cost of issuance such
as legal and underwriting fees, trustee's fees, title insurance and bond insurance
premiums, publication and printing costs, rating agency fees and similar expenses of
the bond financing. If necessary to obtain a rating on the Bonds or municipal bond
insurance for the Bonds, other property owned by the City may be substituted for the
Rohnert Park Public Safety Building as the Leased Property upon the approval of the
Treasurer after consultation with bond counsel, which approval shall be conclusively
evidenced by the execution and delivery of the Site Lease and the Facility Lease.
Section 10. All actions heretofore taken by the officers and agents of the
Authority with respect to the issuance and sale of the Bonds are hereby approved and
confirmed.
Section 11. This Resolution shall take effect from and after its date of
adoption.
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PASSED AND ADOPTED BY THE ROHNERT PARK FINANCING AUTHORITY this 24
day of June, 2003, by the following votes:
AYES: (4) DIRECTORS: Mackenzie, Spradlin, Vidak-Martinez, Flores
NOES: (0) DIRECTORS: None
ABSENT:(l) DIRECTORS: Nordin
APPROVED:
d~ /! fi~
Chair
ATTEST:
.. CERTIFIED ·
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DEPUTY SECRETARY'S CERTIFICATE
The undersigned, Deputy Secretary of the Governing Board of the
Rohnert Park Financing Authority (the "Authority"), hereby certifies as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted
at a regular meeting of the Governing Board of the referenced Authority duly and
regularly held at the regular meeting place thereof on June 24, 2003, of which meeting
all of the members of the referenced Governing Board had due notice and at which a
majority thereof were present; and at the referenced meeting the referenced resolution
was adopted by the following vote:
AYES: (4) Directors: Mackenzie, Spradlin, Vidak-Martinez, Flores
NOES: (0) Directors: None
ABSENT: (1) Directors: Nordin
An agenda of the referenced meeting was posted at least 72 hours before
the referenced meeting of the Authority at 6750 Commerce Boulevard, Rohnert Park,
California, in full compliance with the provisions of the Ralph M. Brown Act (California
Government Code Sections 54950 et seq.).
I have carefully compared the referenced resolution of the Authority with
the original minutes o( the Authority meeting on fiJe and of record in my office; the
foregoing resolution is a full; true and correct copy of the original resolution adopted at
the referenced meeting and entered in the referenced minutes.
The referenced resolution has not been amended, modified or rescinded
since the date of its adoption, and the same is now in full force and effect.
Dated: June 24, 2003.
~
ary of the Governing Board of e
ert Park Financing Authority
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