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2007/02/13 Rohnert Park Financing Authority Resolution RESOLUTION NO. 2007-01 A RESOLUTION OF THE ROHNERT PARK FINANCING AUTHORITY APPROVING THE FORMS OF THE THIRD SUPPLEMENTAL INDENTURE OF TRUST RELATING TO THE COMMISSION'S TAX ALLOCATION BONDS, THE INDENTURE OF TRUST RELATING TO THE ISSUANCE OF THE COMMISSION'S HOUSING TAX ALLOCATION BONDS, THE PURCHASE AGREEMENT, THE CONTINUING DISCLOSURE AGREEMENT AND A PRELIMINARY OFFICIAL STATEMENT AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITI:I WHEREAS, the Rohnert Park :financing Authority (the "Authority") is a Jomt powers authority created, established and authorized to transact business and exercise its powers, all under and pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of Cali fomi a; and WHEREAS, the Community Development Commission of the City of Rohnert Park (the "Commission") has declared, by resolution, that for the corporate purposes of the Commission, the Commission deems it necessary to issue at this time tax allocation bonds in a principal amount of not to exceed Thirty-Seven Million Dollars ($37,000,000) (the "Non-Housing Bonds"), and to use the proceeds of such Non-Housing Bonds to finance additional costs of the Rohnert Park Redevelopment Project, to establish a reserve account, and to pay costs of issuance in connection with the issuance of the Bonds, and to make certain other deposits as required by the Third Supplemental Indenture of Trust executed by and between the Commission and Union Bank of Califomia, as trustee (the "Trustee"), dated March 1,2007 (the "Third Supplemental Indenture"). The Bonds are payable from and secured by the Tax Revenues allocated to the Commission from the Project Area (as defined in the Third Supplemental Indenture), but excluding therefrom the Housing Set Aside Amount (as defined in the Third Supplemental Indenture). The Bonds are being issued on a parity with the 1991 Bonds, the 1999 Bonds and the 2001 Bonds (all as defined in the Third Supplemental Indenture), and WHEREAS, for the corporate purposes of the Commission, the Commission deems it necessary to issue at this time housing"'tax allocation bonds in a principal amount of not to exceed Twenty-Seven Million Dollars ($27,000,000) (the "Housing Bonds"), to use the proceeds of such Housing Bonds to fund certain housing projects, to establish a reserve account, and to pay costs of issuance in connection with the issuance of the Housing Bonds, and to make certain other deposits as required by the Indenture of Trust executed by and between the Commission and Union. Bank of Califonlla, as trustee (the "Trustee"), dated March 1, 2007 (the "Housing Bonds Indenture"). The Housing Bonds are payable from and secured by the Housing Set Aside Amount (as defined in the Housing Bonds Indenture). The Housing Bonds are being issued on a parity with the 1991 Housing Bonds and the 2001 Housing Bonds, as defined in the Housing Bonds Indenture WHEREAS, the purposes stated above will be accomplished by the Authority purchasing such Bonds from the Commission and selling such Bonds to Stone & Youngberg, LLC (the "Underwriter") pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (Califomia Government Code Sections 6584, et seq.); and DOCSOC/1204535v2/024675-0004 WHEREAS, there have been prepared and submitted to the Board of Directors at this meeting forms of the following documents: (1) a draft of the Third Supplemental Indenture; (2) a draft ofthe Housing Bonds Indenture (3) a draft of the proposed Purchase Agreement relating to the Non-Housing Bonds by and among the Commission, the Authority and the Underwriter (the "Non-Housing Purchase Agreement"); (4) a draft of the proposed Purchase Agreement relating to the Housing Bonds by and among the Commission, the Authority and the Underwriter (the "Housing Purchasing Agreement"); (5) a draft of that certain Continuing Disclosure Agreements by and between the Commission and Union Bank of Califomia, as Dissemination Agent (the "Continuing Disclosure Agreement"); and (6) a draft of the Preliminary Official Statement of the Commission to be used in connection with the sale of the Bonds (such Preliminary Official Statement in the form presented at this meeting with such changes, insertions and omissions as are made pursuant to this resolution, being referred to herein as the "Preliminary Official Statement"); WHEREAS, the Commission now desires to approve the fonns of such documents, the execution of the Purchase Agreement and the performance of such acts as may be necessary or desirable to effect the issuance and sale of the Bonds. NOW, THEREFORE, BE IT RESOLVED by the Authority, as follows: Section 1. Subject to the provisions of the Third Supplemental Indenture referred to in Section 4 hereof, the issuance of the Non-Housing Bonds by the Commission in the aggregate principal amount of not to exceed Thirty-Seven Million Dollars ($37,000,000) and on the terms and conditions set forth in, and subject to the limitations specified in the Third Supplemental Indenture and the Purchase Agreement, is hereby authorized and approved. The Non-Housing Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Third Supplemental Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the Non-Housing Bonds shall be applied as provided in the Third Supplemental Indenture. Section 2. Subject to the provisions of the Housing Indenture referred to in Section 4 hereof, the issuance ofthe Non Housing Bonds by the Commission in the aggregate principal amount of not to exceed Twenty-Seven Million Dollars ($27,000,000) and on the terms and conditions set forth in, and subject to the limitations specified in the Housing Bonds Indenture and the Purchase Agreement, is hereby authorized and approved. The Housing Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Housing Bonds Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the Housing Bonds shall be applied as provided in the Housing Bonds Indenture with respect to the Housing Bonds. DOCSOC/1204535v2/024675-0004 Section 3. The Commission shall sell the Non-Housing Bonds and the Housing Bonds to the Authority for the purchase price and upon the terms identical to those specified in the Purchase Agreement approved in Section 5 hereof, in retum for good and valuable consideration of the Authority, receipt of which is hereby acknowledged, and the simultaneous sale of the Bonds by the Authority to the Underwriter, as, when, and upon the tenns specified in the Purchase Agreement. Section 4. The Third Supplemental Indenture and the Housing Bonds Indenture, both in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, be and the same are hereby approved. Section 5. Each of the Non-Housing Purchase Agreement and the Housing Purchase Agreement in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Chairperson of the Authority is hereby authorized and directed to execute the each of the Non-Housing Purchase Agreement and the Housing Purchase Agreement in the form presented at this meeting with such changes, insertions and omissions as may be requested by Stradling Y occa Carlson & Rauth, a Professional Corporation, bond counsel ("Bond Counsel") and approved by the Chairperson of the Authority, said execution being conclusive evidence of such approval. . Section 6. The Continuing Disclosure Agreement in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, be and the same are hereby approved. Section 7. The Preliminary Official Statement, in substantially the form presented at this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. Section 8. The preparation and delivery of an Official Statement, and its use by the Underwriter, in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be requested by Bond Counselor the Underwriter. Section 9. The Chairperson of the Authority, the Executive Director of the Authority, the Treasurer of the Authority, the Secretary of the Authority, and any other proper officer of the Authority, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments, including any agreements with the Authority relating to the Non-Housing and the Housing Bonds, 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 Third Supplemental Indenture, the Housing Bonds indenture, the Non-Housing Purchase Agreement, the Housing Purchase Agreement, the Continuing Disclosure Agreements, the Official Statement, this Resolution and any such agreements. DOCSOC/1204535v2/024675-0004 Section lO. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 13th day of February, 2007 by the following vote: AYES: FIVE (5) Board Members Breeze, Mackenzie, Smith, and Stafford; Chair Vidak~Martinez NOES: NONE (0) ABSENT: NONE (0) ABSTAIN: NONE (0) APPROVED:_0 ~U~:;q~~ Vicki Vidak-Martinez, Chair ATTEST: (SEAL) DOCSOC/1204535v2/024675-0004 CERTIFICATE OF THE AUTHORITY SECRETARY I, the undersigned, do hereby certifY that the foregoing is a true and conect copy of Resolution No. 2007-0l passed and adopted at a special meeting of the Board of Directors of the Rohnert Park Financing AuthOlity held on February 13, 2007, as the same appears of record in the office of the Authority Secretary. (SEAL) ~7I~ Judy Hau ,AU~ Secreta Rohnert Park Financing Authority Dated: February 14 ,2007 DOCSOC/1204535v2/024675-0004