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