2002/08/27 City Council Resolution (14)RESOLUTION No. 2002 -206
RESOLUTION OF CITY OF ROHNERT PARK
AUTHORIZING THE EXECUTION AND DELIVERY
OF AN INSTALLMENT PURCHASE AGREEMENT,
A BOND PURCHASE AGREEMENT
AND AN OFFICIAL STATEMENT AND
AUTHORIZING CERTAIN RELATED MATTERS
WHEREAS, the City of Rohnert Park (the "Participant ") is duly organized and existing under
the laws of the State of California (the "Law ") and is authorized pursuant to the Law to enter into an
installment purchase agreement for the purpose of financing and refinancing the acquisition and
construction of public capital improvements; and
WHEREAS, the Participant desires to enter into the Installment Purchase Agreement (the
"Installment Purchase Agreement "), by and between the Participant and the California Statewide
Communities Development Authority, a joint exercise of powers agency (the "Authority ") in order to
provide for the financing and/or refinancing of certain public capital improvements, including the
financing of capital improvements to the Participant's water system (the "Project "); and
WHEREAS, this Governing Board finds that the financing and/or refinancing of the Project
results in significant public health benefits, including but not limited to more efficient delivery of
service, and that the Project constitutes facilities for the production, storage, transmission, or
treatment of water, recycled water, or wastewater; and
WHEREAS, the Participant desires to participate in the Authority's Water and Wastewater
Pooled Financing Program, a part of the Authority's economic development financing programs (the
"Program ") and that the Authority assign the right to receive the Installment Payments under the
Installment Purchase Agreement to a trustee (the "Trustee ") to be named in a Master Indenture (the
"Indenture "), by and between the Authority and the Trustee and that the Authority issue its Revenue
Bonds (the "Bonds ") to finance and /or refinance the Project pursuant to the Indenture; and
WHEREAS, the Participant desires to participate in conjunction with the parties to that
certain Amended and Restated Joint Exercise of Powers Agreement Relating to the California
Statewide Communities Development Authority, dated as of June 1, 1998 (the "Agreement"); and
WHEREAS, the Participant proposes to participate in the Program and desires that certain
projects to be located within the Participant be financed pursuant to the Program and it is in the
public interest and for the public benefit that the Participant do so; and
WHEREAS, in order to authorize the execution of the Installment Purchase Agreement and
the preparation of an Official Statement relating to the Bonds (the "Official Statement ") and to
provide for certain related matters, the Governing Board of the Participant deems it in the best
interests of the Participant to adopt this Resolution (the "Resolution ");
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NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BOARD OF
THE PARTICIPANT, AS FOLLOWS:
Section 1 Execution of the Installment Purchase Agreement and the Bond Purchase
Agreement. The City Manager, Finance Director of the Participant or other appropriate officers of
the Participant (the "Authorized Officers ") are hereby authorized and directed to execute for and on
behalf of the Participant the Installment Purchase Agreement, in the form filed with the minutes of
this meeting, with such changes therein as the Authorized Officers shall approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
The Authorized Officers are hereby authorized and directed to negotiate and accept
on behalf of the Participant the payment terms of the Installment Purchase Agreement and the Bond
Purchase Agreement which will reflect the terms of the sale of the Bonds by Henderson Capital
Partners, LLC (the "Underwriter "), such approval to be conclusively evidenced by the execution and
delivery thereof, provided, however, that the aggregate principal components of the payments under
Installment Purchase Agreement may not exceed $3,000,000 the Underwriter's discount (without
giving effect to any original issue discount) may not exceed 1.25 % of the aggregate principal
components of the payments under the Installment Purchase Agreement and the average interest rate
evidenced thereunder shall not exceed 5.5 %. The Authorized Officers are hereby authorized and
directed to execute for and on behalf of the Participant a Bond Purchase Agreement containing the
final payment terms of the Installment Purchase Agreement and the Bonds in the form filed with the
minutes of this meeting, with such changes therein as the Authorized Officers shall approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
The obligation of the Participant to make the Installment Payments under the
Installment Purchase Agreement is a special obligation of the Participant payable solely from the
System Net Revenues (as defined under the Installment Purchase Agreement), and does not
constitute a debt of the Participant or of the State of California or of any political subdivision thereof
in contravention of any constitutional or statutory debt limitation or restriction. The Participant shall
not be obligated to make payments to cover the shortfall in payments of any other participant in the
Program.
Section 2 Authorization of Preliminary Official Statement Execution of Final Official
Statement Execution of Continuing Disclosure Certificate. The Participant hereby approves the
form of the preliminary Official Statement (the "Preliminary Official Statement") relating to the
Bonds. The Authorized Officers are hereby authorized to certify that said Preliminary Official
Statement, is as of its date "deemed final" for purposes of Rule 15c2 -12 of the Securities and
Exchange Commission. The Authorized Officers are hereby authorized and directed to execute for
and on behalf of the Participant a final Official Statement, in substantially the form of the
Preliminary Official Statement, with such changes therein (and additions thereto to reflect the terms
of the sale of the Bonds) as the Authorized Officers shall approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
The Authorized Officers are hereby authorized and directed to execute for and on behalf of
the Participant a Continuing Disclosure Certificate, in the form filed with the minutes of this meeting,
with such changes therein as the Authorized Officers shall approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
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Section 3. 7PA Matters. The City hereby approves the Project and the Authority as issuer of
the Bonds to finance the Project pursuant to Section 9 of the Agreement.
Section 4 Appointment of Professionals. Henderson Capital Partners is hereby confirmed
and appointed as the Participant's underwriter in connection with the financing authorized by this
Resolution. Hawkins, Delafield & Wood is hereby confirmed as the bond counsel in connection with
the Bonds.
Section 5. Other Actions Authorized. The Authorized Officers and such other proper
officers of the Participant are hereby authorized to take all actions and execute any and all documents
described in this Resolution and otherwise necessary or desirable to effect the execution and delivery
of the Installment Purchase Agreement and to make any changes to the forms of the legal documents
approved in this Resolution as necessary or desirable to comply with the terms of municipal bond
insurance; to change the dates and the percentages in the rate covenant and additional debt test
contained in any documents approved at this meeting from the dates and percentages on the forms
submitted to this meeting; and to do any and all things and to execute and deliver any and all
documents which they may deem necessary or advisable in order to consummate the execution and
delivery of the Installment Purchase Agreement and otherwise to carry out, give effect to and comply
with the terms and intent of this Resolution, the Installment Purchase Agreement, the Bond Purchase
Agreement, the Preliminary Official Statement, the Official Statement and the Continuing Disclosure
Certificate. Such actions heretofore taken by such officers are hereby ratified, confirmed and
approved. The Authorized Officers are further authorized to take all actions and execute any and all
documents necessary or desirable to refund, defease, redeem and otherwise provide for the payment
of any of the Participant's outstanding obligations which are to be refinanced in connection with the
execution of the Installment Purchase Agreement. Further, the Participant shall become a member of
the Authority and Participant staff are authorized to take such actions and execute such documents as
are necessary or desirable for the Participant to become a member of the Authority. The Authorized
Officers are authorized to substitute a non -profit corporation or joint powers authority for the
Authority in connection with the transaction authorized in this Resolution on the advice of bond
counsel.
DULY AND REGULARLY ADOPTED by the Council of the City of Rohnert Park on
this 27tH day of August, 2002, by the following vote.
AYES: (4) FouR - Councilmembers Mackenzie, Reilly, Vidak- Martinez and
Mayor Flores
NAYS: (0) None CITY
ABSENT: (0) None
ATTEST:
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OF ROHNERT PARK
Mayor