2009/04/14 Rohnert Park Financing Authority Resolution
RESOLUTION NO. 2009-01
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ROHNERT PARK FINANCING AUTHORITY APPROVING
AND AUTHORIZING THE EXECUTION AND DELIVERY OF
CERTAIN DOCUMENTS IN CONNECTION WITH A
PROPOSED SUBSTITUTION OF LEASED PROPERTY
WHEREAS, in connection with the issuance by the Rohnert Park Financing Authority (the
"Authority") of its Lease Revenue Refunding Bonds, Series 2003 (the "Bonds"), the City of Rohnert
Park (the "City") and the Authority have heretofore enter~d into a lease-leaseback arrangem~nt with
respect to certain real property and all buildings, structures and improvements. thereon; and
WHEREAS, said lease-leaseback arrangement includes a Site Lease, dated as of July 1,
2003, by and between the City, as lessor, and the Authority, as lessee (the "Original Site Lease"), a
copy of which was recorded with the County Recorder of the County of Sonoma on July 30,2003 as
Document No. Series 2003-156407, which Site Lease was amended by an Amendment to Site Lease
executed and entered into as of August 9,2005 (as so amended, the "Original Site Lease") and (ii) a
Facilities Lease, dated as of July 1, 2003, by and between the Authority, as lessor, and the City, as
lessee (the "Original Facilities Lease"), a copy of which was recorded with the County Recorder of
the County of Sonoma on July 30, 2003 as Document No. Series 2003-156408, which Facilities
Lease was amended by an Amendment to Facilities Lease executed and entered into as of August 9,
2005 (as so amended, the "Original Facilities Lease"); and
WHEREAS, the real property and buildings, structures and improvements thereon that are
the subject of the Original Site Lease and the Original Facilities Lease are referred to herein
collectively as the Leased Property; and
WHEREAS, pursuant to the provisions of Section 2.03 of the Original Facilities Lease, the
City and the Authority may substitute real property as part of the Leased Property subject to the
satisfaction of certain conditions precedent set forth therein (collectively, the "Conditions
Precedent"); and
WHEREAS, the City and the Authority wish to amend the Original Site Lease and the
Original Facilities Lease in order to effect such a substitution of real property; and
WHEREAS, MBIA Insurance Company, the insurer of the Bonds, has consented to the
proposed substitution of real property; and
WHEREAS, in connection with the foregoing, the proposed forms of a Second Amendment
to Site Lease and a Second Amendment to Facilities Lease, each dated as of April 14, 2009, an<i each
by and between the City and the Authority (collectively, the "Amendments"), a copy of each of
which is on file with the Secretary, have been presented to the Board of Directors; and
WHEREAS, the Board of Directors wishes to approve the execution and delivery of the
Amendments;
BE IT RESOLVED by the Board of Directors of the Rohnert Park Financing Authority that
it does hereby find, determine, resolve and order as follows:
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Section 1. The Second Amendment to Site Lease, in substantially the form on file with
the Secretary, is hereby approved. Either the Chair or the Executive Director of the Authority (the
"Authorized Officials") is authorized and directed, for and in the name of and on behalf of the
Authority, to execute and deliver to the City the Second Amendment to Site Lease with such
changes, insertions and omissions as may be approved by the Authorized Official executing the
same, said execution and delivery being conclusive evidence of such approval.
Section 2. The Second Amendment to Facilities Lease, 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 City the
Second Amendment to Facilities Lease with such changes, insertions and omissions as may be
approved by the Authorized Official executing the same, said execution and delivery being
conclusive evidence of such approval.
Section 3. Each of the Authorized Officials and any other proper officer of the
Authority, acting singly, is 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 Amendments. .
"
Section 4. .
This resolution shall take effect immediately.
DULY AND REGULARLY ADOPTED this 14th day of April, 2009.
ATTEST:
BELFORTE: AYE CALLINAN: AYE MACKENZIE: AYE ST AFFORD: AYE BREEZE: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
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CERTIFICATION
I hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2009-01, adopted
by the Board of Directors of the Rohnert Park Financing Authority at a regular meeting held on the
14th day of April, 2009 at its fully noticed and posted location by the vote therein stated, the original
of which resolution is on file in the office of the Secretary of said Authority.
DATED: April 16, 2009
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