2005/05/10 Rohnert Park Financing Authority Resolution
RESOLUTION NO. 2005- 01
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ROHNERT PARK FINANCING AUTHORITY AUTHORIZING
THE EXECUTION AND DELIVERY OF DOCUMENTS IN
CONNECTION WITH THE EXECUTION AND DELIVERY
BY THE CITY OF ROHNERT PARK OF SEWER SYSTEM
REVENUE. CERTIFICATES OF PARTICIPATION AND
AUTHORIZING CERTAIN OTHER ACTIONS RELATING
THERETO
'VHEREAS, the City of Rohnert Park (the "City"), a general law city duly organized and
existing under and pursuant to the Constitution and laws of the State of California, has determined
that it is in the best interest of the City to finance the acquisition and construction of certain
improvements to the City's sewer system (the "Project") through the execution and delivery of sewer
systerp revenue certificates of participation (the "Certificates"); and
WHEREAS, the Rohnert Park Financing Authority (the "Authority") was created by a Joint
Exercise of Powers Agreement, dated as of J.anuary 1, 1999, by and between the City and the
Community Development Commission of the City of Rohnert Park pursuant to the provisions of
Articles I and 4 of Chapter 5 of Division 7 of Title I (commencing with Section 6484) of the
Cali fomia Government Code for the purpose of assisting the financing or refinancing of certain
public capital facilities within the City; and
and
WHEREAS, the Authority wishes to assist the City in providing financing for the Project;
WHEREAS, in connection with the foregoing, the following documents, a copy of each of
which is on file with the Secretary, have been presented to the Board of Directors:
(a) the Installment Purchase Agreement - Sewer System, dated as of May I,
2005 (the "Installment Purchase Agreement"), by a,nd between the City and the Authority;
(b) the Trust Agreement, dated as of May 1,2005 (the "Trust Agreement"), by
and among the City, the Authority and Union Bank of California, N.A., as trustee (the
"Trustee"); and
(c) the Assignment Agreement, dated as of May I, 2005 ( the "Assignment
Agreement"), by and between the City and the Authority; and
WHEREAS, the Authority wishes to approve the execution and delivery of said documents
. and the sale of the Certificates pursuant thereto;
NOW, THEREFORE, the Rohnert Park Financing Authority hereby finds, determines,
declares, and resolves as follows:
Section I. The Installment Purchase Agreement, in substantially the form on file with
the Secretary, is hereby approved. Any of the Chair, Vice Chair, Executive Director or Treasurer of
the Authority (the "Authorized Officials") is hereby authorized and directed, for and in the name of
DOCSOC/II04322v4/24675-0001
and on behalf of the Authority, to execute and deliver to the City the Installment Purchase Agreement
with such changes, insertions and omissions as may be approved by the Authorized Official
executing the same, said execution being conclusive evidence of such approval.
Section 2. The Trust Agreement, in substantially the form on file with the Secretary, is
hereby approved. Any of the Authorized Officials is hereby authorized and directed, for and in the
name of and on behalf of the Authority, to execute and deliver to the Trustee and the City the Trust
Agreement with such changes, insertions and omissions as may be approved by the Authorized
Official executing the same, said execution being conclusive evidence of such approval.
Section 3. The Assignment Agreement, in substantially the form on file with the
Secretary, is hereby approved. Any of the Authorized Officials is hereby authorized and directed, for
and in the name of and on behalf of the Authority, to execute and deliver to the Trustee the
Assignment Agreement with such changes, insertions and omissions as may be approved by the
Authorized Official executing the same, said execution being conclusive evidence of such approval.
Section 4. Each of the Authorized Officials and any other proper officer of the
Authority, acting singly, are each authorized and directed to execute and deliver any and all
documents and instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated by the Trust Agreement, the Installment
Purchase Agreement, the Assignment Agreement and this Resolution.
Section 5. The sale of the Certificates in accordance with the terms and provisions of
this Resolution and the Trust Agreement upon such basis as may be authorized by the City Council
of the City is hereby approved; and the proceeds of the Certificates shall be deposited as provided in
the Trust Agreement and the Installment Purchase Agreement to finance the Project
Section 6.
Trust Agreement
Union Bank of California, N.A. is hereby appointed to act as trustee under the
Section 7. Unless otherwise defined herein, all terms used herein and not otherwise
defined shall have the meanings given such terms in the Trust Agreement unless the context
otherwise clearly requires.
Section 8.
This resolution shall take effect immediately.
DULY AND REGULARLY ADOPTED BY THE ROHNERT PARK FINANCING
AUTHORITY this loth day of May, 2005.
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Attest:
FLORES: AYE
SMTIH: AYE
AYES: (5)
SPRADLIN: AD
NOES: (0)
VlDAK-MARTlNEZ: AYE MACKENZIE: AYE
ABSENT: (0) ABSTAIN: (0)
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I certify that the foregoing resolution was adopted by the Rohne11 Park Financing Authority
at a regular meeting held May10 , 2005.
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C air
[SEAL]
Attest:
I HEREBY CERTIFY THAT THE FOREGOING IS A FULL, CORRECT, AND TRUE COpy OF
RESOLUTION NO.2005-01AS ADOPTED BY THE ROHNERT PARK FINANCING
AUTHORITY, AT A REGULAR MEETING HELD ON MA Y~, 2005, AND I FURTHER
CERTIFY THAT SAID RESOLUTION HAS NEVER BEEN RESCINDED OR MODIFIED.
~st~
DATED:~, 2005
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