Loading...
2003/06/24 City Council Resolution (2)RESOLUTION NO. 2003 -143 A RESOLUTION OF THE COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE ISSUANCE BY THE ROHNERT PARK FINANCING AUTHORITY OF NOT TO EXCEED $7,500,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE REFUNDING BONDS, SERIES 2003 FOR THE REFINANCING OF CERTAIN CAPITAL IMPROVEMENTS LOCATED WITHIN THE CITY, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A FACILITIES LEASE, A SITE LEASE, A SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL STATEMENT FOR THE BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the City of Rohnert Park (the "City ") and the Community Development Commission of the City of Rohnert Park (the "Commission ") have heretofore entered into a Joint Exercise of Powers Agreement, dated as of January 1, 1999 (the "Joint Powers Agreement "), which Joint Powers Agreement creates and establishes the Rohnert Park Financing Authority (the "Authority "); WHEREAS, pursuant to Article 11 of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California, the Authority authorized to issue bonds to assist local agencies in financing and refunding certain bonds, upon authorization by resolution of such local agency member of the joint powers authority; WHEREAS, the City previously caused to be executed and delivered $8,190,000 of its Certificates of Participation Refunding Certificates of Participation (Rohnert Park Public Safety Facility Project) (the "Series 1994 Certificates ") to refinance the construction of a building housing police and fire departments, located on an DOCSSF1:678765.4 406444 JYW approximately 6 -acre site owned by the City and known as the City of Rohnert Park Public Safety Building (the "Project "); WHEREAS, the City previously caused to be executed and delivered $1,831,000 of its Certificates of Participation (Master Lease Equipment Program) 1999 Series A (the "Series 1999 Certificates" and, collectively with the Series 1994 Certificates, the "Prior Certificates ") to finance the acquisition, delivery and installation of various equipment, including 8 police vehicles, 8 other vehicles, the City's share of a County -wide police records and dispatch system, other vehicular equipment and miscellaneous information and software systems; WHEREAS, this City Council hereby determines that it is in the best interest of the City for the Authority to issue lease revenue refunding bonds to refund the Prior Certificates for the purpose of achieving cash -flow benefits for the City; WHEREAS, it is further proposed that the Authority and Union Bank of California, N.A., as trustee (the "Trustee "), enter into a trust agreement (the "Trust Agreement "), to be dated as of July 1, 2003 (the "Trust Agreement "), and pursuant to the Trust Agreement the Authority will issue up to a $7,500,000 aggregate principal amount of Rohnert Park Financing Authority Lease Revenue Refunding Bonds, Series 2003 (the "Bonds "), and will use the proceeds to refund the Prior Certificates, fund a reserve fund and pay costs of issuance associated with the Bonds; WHEREAS, it is proposed that the City enter into a Site Lease, to be dated as of July 1, 2003 (the "Site Lease "), pursuant to which it will lease the City of Rohnert Park Public Safety Building, located in Rohnert Park, California or such other DOCSSF 1:678765.4 406444 JYW 2 property as may be substituted therefore pursuant to Section 10 below, (the "Leased Property ") to the Authority; WHEREAS, it is proposed that the City enter into a Facilities Lease, to be dated as of July 1, 2003 (the "Facilities Lease "), pursuant to which it will lease back the Leased Property from the Authority; WHEREAS, under the Facilities Lease, the City would be obligated to make base rental payments to the Authority which the Authority will use to pay debt service on the Bonds; WHEREAS, Stone & Youngberg LLC, is acting as underwriter (the "Underwriter ") for the Bonds and Orrick, Herrington & Sutcliffe LLP is serving as bond counsel ( "Bond Counsel ") to the City and the Authority in connection with the financing; WHEREAS, form of a Preliminary Official Statement describing the Bonds, which will be distributed to potential purchasers of the Bonds, has been presented to this meeting; WHEREAS, this City Council has been presented with the form of each document referred to herein relating to the Bonds, and each member of the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS, the City has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and DOCSSF1:678765.4 406444 JYW NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROHNERT PARK that Section 1. All of the recitals herein are true and correct and this City Council so finds and determines. Section 2. The City hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City and that the statements, findings and determinations of the City set forth above are true and correct. Section 3. The City Council hereby requests and approves the issuance of the Bonds by the Authority, in an aggregate principal amount of not to exceed $7,500,000 for the refunding of the Prior Certificates. Section 4. The form of Site Lease, on file with the City Clerk, is hereby approved, and the Mayor of the City, the Vice -Mayor of the City, the City Manager, the Assistant City Manager, the Finance Director /City Treasurer, the City Clerk, any deputy City Clerk or any designee of such officials (the "Authorized Signatories ") are hereby authorized and directed to execute and deliver the Site Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term thereof (excluding any extensions provided for under the Site Lease) shall not exceed July 1, 2025. Among the changes authorized to be made to such Site Lease are such changes as are necessary in the event the Finance Director /City Treasurer or her designee determines it is desirable to obtain municipal bond insurance, a reserve DOCSSF I :678765.4 40644 -4 JYW 4 facility or a credit rating for the Bonds, including but not limited to the addition of property to the Leased Property (as defined in the Facilities Lease). Section 5. The form of Facilities Lease, on file with the City Clerk, is hereby approved, and any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the Facilities Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the maximum annual base rental payments payable under the Facilities Lease and allocable to the Leased Property shall not exceed $575,000 and the term of the Facilities Lease (excluding any extensions provided for under Facilities Lease ) shall not exceed July 1, 2025. Among the changes authorized to be made to such Facilities Lease are such changes as are necessary in the event the Finance Director /City Treasurer or her designee determines it is desirable to obtain municipal bond insurance, a reserve facility or a credit rating for the Bonds, including but not limited to the addition of property to the Leased Property (as defined in the Facilities Lease). Section 6. The form of Trust Agreement by and between the Trustee and the Authority, on file with the City Clerk, is hereby approved. Among the changes authorized to be made to the Trust Agreement are such changes as are necessary in the event the Finance Director /City Treasurer or her designee determines it is desirable to obtain municipal bond insurance, a reserve facility or a credit rating for the Bonds. Section 7. The form of Preliminary Official Statement describing the Bonds, on file with the City Clerk, is hereby approved and the Finance Director /City DOCSSF 1:678765.4 406444 JYW Treasurer or her designee, is hereby authorized and directed to execute and deliver a final Official Statement in substantially said form with such additions, corrections and revisions as may be determined to be necessary or desirable by the Underwriter, Bond Counsel or the City Attorney's Office. The Underwriter is hereby authorized and directed to cause to be supplied to prospective purchasers of the Bonds copies of a Preliminary Official Statement in such form, and to supply the purchaser of the Bonds with copies of a final Official Statement, completed to include, among other things the interest rate or rates, and final sale information for the Bonds. The Finance Director /City Treasurer or her designee is hereby authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been "deemed final" by the City for purposes of Securities and Exchange Commission Rule 15c2 -12. Section 8. The proposed form of Continuing Disclosure Agreement, to be dated the date of issuance of the Bonds, by and among the City and the Trustee, on file with the City Clerk, is hereby approved. Any of the Authorized Signatories are hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The form of Second Amendment to Reimbursement Agreement by and between the Commission and the City, on file with the City Clerk, is hereby approved. Among the changes authorized to be made to the Second Amendment to Reimbursement Agreement are such changes as are necessary in the DOCSSF 1:678765.4 406444 JYW 6 event the Finance Director /City Treasurer or her designee determines it is desirable to obtain municipal bond insurance, a reserve facility or a credit rating for the Bonds. Section 10. The form of Purchase Contract by and among the Authority, the City and the Underwriter, on file with the City Clerk, is hereby approved. Among the changes authorized to be made to the Purchase Contract are such changes as are necessary in the event the Finance Director /City Treasurer or her designee determines it is desirable to obtain municipal bond insurance, a reserve facility or a credit rating for the Bonds. Section 11. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, executing and delivering other documents (including, without limitation, any required escrow or termination agreements or agreements in connection with bond insurance) signature certificates, no- litigation certificates, tax and rebate certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Bonds. The Authorized Signatories and other appropriate officers of the City are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments, written requests and other certificates necessary or desirable to administer the Bonds or leases, pay costs of issuance or to accomplish the transactions contemplated herein. If necessary to obtain a rating on the Bonds or municipal bond insurance for the Bonds, other property owned by the City may be substituted for the City of Rohnert Park Public Safety Building as the DOCSSF1:678765.4 40644 -4 JYW 7 Leased Property upon the approval of the Finance Director /City Treasurer after consultation with bond counsel, which approval shall be conclusively evidenced by the execution and delivery of the Site Lease and the Facility Lease. Section 12. All actions heretofore taken by the officers and agents of the City with respect to the issuance and sale of the Bonds are hereby approved and confirmed. Section 13. This resolution shall take effect from and after its adoption. DOCSSFI :678765.4 406444 JYW 8 PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF ROHNERT PARK THIS 24th DAY OF June, 2003, by the following vote: AYES: (4) COUNCILMEMBERS: Mackenzie, Spradlin, Vidak- Martinez, Flores NOES: (o) COUNCILMEMBERS: ABSENT: (1)COUNCILMEMBERS: Nordin A -rce-r. IN DOCSSFI :678765.4 406444 JYW 9 APPROVED: /I !?� A41- Mayor of the City of Rohnert Park Rm DEPUTY CLERK'S CERTIFICATE I, Troy C. Dettling, Deputy City Clerk of the City of Rohnert Park (the "City"), do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by the City Council, at a regular meeting of the City Council duly and regularly and legally held at the Rohnert Park City Hall, 6750 Commerce Blvd., Rohnert Park, California on June 24, 2003, of which meeting all of such members had due notice, as follows: AYES: (4) COUNCILMEMBERS: Mackenzie, Spradlin, Vidak- Martinez, Flores NOES: (0) COUNCILMEMBERS: None ABSENT: (1) COUNCILMEMBERS: Nordin An agenda of the referenced meeting was posted at least 72 hours before the referenced meeting of the City at 6750 Commerce Blvd, Rohnert Park, CA, in full compliance with the provisions of the Ralph M. Brown Act (California Government Code Sections 54950 et seq.). I have carefully compared the referenced resolution of the City with the original minutes of the City meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at the referenced meeting and entered in the referenced minutes. The referenced resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. [Seal] DOCSSF1:678765.3 40644 -4 JYW Dated: June 24, 2003. Deputy CClerk of the City of Roh State of lifornia