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HomeMy WebLinkAboutFA Resolution 2012-01 (Public Parking Garage)RESOLUTION NO. FA 2012-01 RESOLUTION OF THE SAN RAFAEL JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF LEASE REVENUE REFUNDING BONDS IN THE INITIAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,500,000 IN CONNECTION WITH REFINANCING CERTAIN PUBLIC CAPITAL IMPROVEMENTS CONSISTING OF A PUBLIC PARKING GARAGE, AUTHORIZING AND DIRECTING EXECUTION OF A FIRST AMENDMENT TO TRUST AGREEMENT, A FIRST SUPPLEMENTAL TRUST AGREEMENT, A SECOND AMENDMENT TO PROPERTY LEASE, A SECOND AMENDMENT TO SITE AND FACILITY LEASE AND CERTAIN OTHER DOCUMENTS, AUTHORIZING THE NEGOTIATION FOR THE SALE OF BONDS PURSUANT TO A BOND PURCHASE AGREEMENT, APPROVING AN OFFICIAL STATEMENT, AND AUTHORIZING OTHER RELATED ACTIONS WHEREAS, the City of San Rafael (the "City") and the San Rafael Redevelopment Agency have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Rafael Joint Powers Financing Authority (the "Authority") for the purpose, among others, of issuing its bonds to be used to finance the acquisition, construction and improvement of certain public capital improvements; and WHEREAS, for the purpose of raising funds necessary to finance public capital improvements (consisting of a public parking garage) for the City, the Authority has heretofore issued its San Rafael Joint Powers Financing Authority Lease Revenue Bonds, Series 2003 (Public Parking Project) (the "2003 Bonds") in the original aggregate principal amount of $7,605,000; and WHEREAS, the Authority has determined to issue, pursuant to Article 10 (commencing with Section 53570) and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of title 5 of the California Government Code (collectively, the "Refunding Law") and the Trust Agreement (as defined below), its Lease Revenue Refunding Bonds, Series 2012 (Public Parking Project) (the "2012 Bonds") in order to refund a portion of its 2003 Bonds to achieve interest rate savings; and WHEREAS, the Authority desires to prepare and make available to potential investors an official statement relating to the Bonds containing information to be used in connection with the sale of Bonds; and WHEREAS, the Governing Board (the "Board") of the Authority has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, BE IT RESOLVED, by the Governing Board of the San Rafael Joint Powers Financing Authority as follows: Section 1. Issuance of Bonds; Approval of First Amendment to Trust Agreement and First Supplemental Trust Agreement. The Board hereby authorizes the issuance of the 2012 Bonds in the maximum aggregate principal amount of not to exceed $7,500,000. The Bonds shall be issued in accordance with the Trust Agreement (the "Original Trust Agreement") dated as of April 1, 2003, by and between the Authority and Union Bank, N.A., (formerly known as Union Bank of California, N.A.) (the "Trustee"). In order to clarify the Authority's ability to issue the 2012 Bonds pursuant to the Original Trust Agreement, the Authority and the Trustee will enter into a First Amendment to Trust Agreement (the "First Amendment"), which the Board hereby approves in the form on file with the Secretary of the Authority (the "Secretary"), together with such additions thereto and changes therein as the Chair of the Authority (the "Chair") or the Treasurer of the Authority (the "Treasurer") or the designee of either of them shall deem necessary, desirable or appropriate upon consultation with bond counsel, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The terms and conditions of the 2012 Bonds shall be as set forth in the First Supplemental Trust Agreement (the "First Supplemental Trust Agreement" and, collectively, with the Original Trust Agreement and the First Amendment, the "Trust Agreement"), to be entered into by the Authority and the Trustee, which the Board hereby approves in the form on file with the Secretary, together with such additions thereto and changes therein as the Chair or the Treasurer or the designee of either of them shall deem necessary, desirable or appropriate upon consultation with bond counsel, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Chair of the Authority and the Treasurer of the Authority (each, a "Designated Officer"), each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final forms of the First Amendment and the First Supplemental Trust Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the performance by the Authority of its obligations under the Trust Agreement. Section 3. Approval of Second Amendment to Property Lease and Second Amendment to Site and Facility Lease. The Board hereby approves the Second Amendment to Property Lease and Second Amendment to Site and Facility Lease by and between the Authority and the City in the forms on file with the Secretary together with such additions thereto and changes therein as the Treasurer shall deem necessary, desirable or appropriate upon consultation with bond counsel, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final forms of the Second Amendment to Property Lease and Second Amendment to Site and Facility Lease for and in the name of and on behalf of the Authority. The Authority hereby authorizes the performance by the Authority of its obligations under the Second Amendment to Property Lease and Second Amendment to Site and Facility Lease. Section 4. Sale of Bonds; Selection of Underwriter. The Authority hereby authorizes and directs the Treasurer of the Authority to select an investment banking firm or firms to serve as the underwriter or underwriters of the 2012 Bonds, and to sell the 2012 Bonds to such underwriter or underwriters pursuant to the Bond Purchase Agreement, as provided below. Section 5. Bond Purchase Agreement. The Authority hereby approves the form of the Bond Purchase Agreement on file with the Secretary to the Authority, with such additions thereto and changes therein as the Treasurer of the Authority or his designee shall deem necessary, desirable or appropriate upon consultation with bond counsel, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions or changes, provided that no such addition or change shall increase the amount of 2012 Bonds to be in excess of $7,500,000, or shall provide for a true interest cost in excess of 4.00% or an underwriter's discount (exclusive of any original issue discount) of greater than 1.25%. Additionally, the 2012 Bonds shall not be sold if such sale results in net present value savings below 3% of the principal amount of 2003 Bonds refunded. When determining the net present value savings, the 2012 Bond proceeds deposited into a reserve account for the 2012 Bonds shall be considered as an offset to the payment of principal on the 2012 Bonds maturing on April 1, 2033. The Designated Officers, each acting alone, are hereby authorized and directed to execute the Bond Purchase Agreement and to take all actions necessary to fulfill the Authority's obligations thereunder. Section 6. Official Statement. The Board hereby approves the form of Official Statement relating to the Bonds (the "Official Statement") on file with the Secretary, together with such changes or additions thereto as the Treasurer shall deem necessary, desirable or appropriate upon consultation with bond and disclosure counsel, and authorizes the Designated Officers, each acting alone, to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for omissions permitted therein, the preliminary Official Statement (if required by said Rule). Distribution of such preliminary Official Statement by the Underwriters is hereby approved. The Designated Officers, each acting alone, are hereby authorized to execute the final form of the Official Statement with such changes or additions as the Treasurer shall deem necessary, desirable or appropriate upon consultation with bond and disclosure counsel, and the execution of the final Official Statement by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement. The final Official Statement shall be executed in the name of and on behalf of the Authority by a Designated Officer. Section 7. Official Actions. The Designated Officers, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name of and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and documents, which they, or any of them, may deem necessary, advisable, or appropriate upon consultation with bond and disclosure counsel, in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein, including without limitation, such documents, assignments, certificates and agreements as may be required by the Trust Agreement, the Property Lease, the Site Lease and any and all other documents and agreement approved hereunder. 1, ESTHER C. BEIRNE, Secretary of the San Rafael Joint Powers Financing Authority, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a special meeting of the San Rafael Joint Powers Financing Authority held on the 18th day of June, 2012, by the following vote, to wit: AYES: BOARD MEMBERS: Connolly, Heller, Levine, McCullough & Mayor Phillips ESTHER C. BEIRNE, Secretary