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2005/05/10 City Council Resolution (16)RESOLUTION NO. 2005 -138 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING THE EXECUTION AND DELIVERY OF SEWER SYSTEM REVENUE CERTIFICATES OF PARTICIPATION AND APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND CERTAIN OTHER MATTERS WHEREAS, the City Council of the City of Rohnert Park (the "City ") 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 through the execution and delivery of revenue certificates of participation (the "Certificates "); and WHEREAS, in connection with the foregoing, the following documents, a copy of each of which is on file with the City Clerk, have been presented to the City Council: (a) the Installment Purchase Agreement — Sewer System, dated as of May 1, 2005 (the "Installment Purchase Agreement "), by and between the City and the Rohnert Park Financing Authority (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 "); (c) the Contract of Purchase by and between the City and Stone & Youngberg LLC (the "Contract of Purchase "); (d) the Continuing Disclosure Agreement, dated as of May 1, 2005 (the "Continuing Disclosure Agreement "), by and between the City and the Trustee; and (e) the Preliminary Official Statement relating to the Certificates (the "Preliminary Official Statement "); and WHEREAS, the City Council wishes to approve the execution and delivery of said documents and the sale of the Certificates pursuant thereto; BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby find, determine, resolve and order as follows: Section 1. The Installment Purchase Agreement, in substantially the form on file with the City Clerk, is hereby approved. Any of the Mayor, Mayor Pro -Tem, City Manager or Finance Director (the "Authorized Officials ") is authorized and directed, for and in the name of and on behalf of the City, to execute and deliver to the Authority the Installment Purchase Agreement 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. DOCSOC /1 104321 v4/24675 -0001 Section 2. The Trust Agreement, in substantially the form on file with the City Clerk, is hereby approved. Any of the Authorized Officials is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver to the Trustee and the Authority the Trust Agreement 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. The Contract of Purchase, in substantially the form on file with the City Clerk, is hereby approved. Any of the Authorized Officials is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver to Stone & Youngberg LLC ( the "Underwriter") the Contract of Purchase 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; provided, however that in no event shall the principal amount exceed $13,000,000 nor shall the Underwriter's discount (exclusive of original issue discount) exceed 1.3 %, nor shall the true interest rate exceed 5.75% per annurn. Section 4. The preparation and distribution of the Preliminary Official Statement, in substantially the form on file with the City Clerk, is hereby approved. The City Manager- or Finance Director is hereby authorized to sign a certificate pursuant to Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934 relating to the Preliminary Official Statement, and any of the Authorized Officials is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, approve and deliver the final Official Statement in the form of the Preliminary Official Statement with such changes, insertions and omissions as the officer executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statement to persons who may be interested in the initial purchase of the Certificates and is directed to deliver copies of any final Official Statement to all actual initial purchasers of the Certificates. Section 5. The Continuing Disclosure Certificate, in substantially the form on file with the City Clerk, is hereby approved. Any of the Authorized Officials is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver to the Trustee the Continuing Disclosure Certificate 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 6. The engagement letter with Stradling Yocca Carlson & Rauth, a Professional Corporation, in substantially the form on file with the Finance Director is hereby approved, and said firm is appointed to serve as bond counsel in connection with the Certificates. Section 7. The City Council hereby authorizes the preparation, sale and delivery of the Certificates in accordance with the terms and provisions of this Resolution, the Trust Agreement and the Contract of Purchase. Section 8. Each of the Authorized Officials and any other proper officer of the City, 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 Trust Agreement, the Installment Purchase Agreement, the Contract of Purchase, and this Resolution. DOCSOC/ 110432 1 v4/24675 -0001 Section 9. The proceeds of the Certificates shall be deposited as provided in the Trust Agreement and the Installment Purchase Agreement to finance the Project. Section 10. Union Bank of California, N.A. is hereby appointed to act as trustee under the Trust Agreement. Section 11. The City Council hereby authorizes the City Manager or Finance Director to select a municipal bond insurer to insure payments of interest with respect to and principal of the Certificates and to provide a surety bond so long as the City Manager or Finance Director, as the case may be, determines that obtaining the municipal bond insurance policy and /or the surety bond provided thereby will be be cost effective to the City. Section 12. Unless otherwise defined herein, all terins used herein and not otherwise defined shall have the meanings given such terms in the Trust Agreement unless the context otherwise clearly requires. Section 13. This resolution shall take effect immediately. DULY AND REGULARLY ADOPTED this 10"' day of May, 2005. ATTEST: CITY OF ROHNERT PARK Mayor FWRES: AYE SMITH: AYE SPRADLIN: AYE VIDAK MARTINEZ: AYE MACKENZIE: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) DOCSOC/ 1104321 v4/24675 -0001 CERTIFICATION I, Judy Hauff, City Clerk for the City of Rohnert Park, do hereby certify, under penalty of perjury, that the foregoing is a full, true and correct copy of City Council Resolution No. 2005 -138, adopted by the City Council for the City of Rohnert Park at a regular meeting held on the 10 °i day of May, 2005 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 City Clerk of said city. DATED: .,A!7-- DOCSOC/ 1104321 v4/24675 -0001 C' Clerk y Hauff a]