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HomeMy WebLinkAboutCC Resolution 12898 (Refunding Bonds; MERA)RESOLUTION NO. 12898 A RESOLUTION OF THE CITY OF SAN RAFAEL APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF A RESTATED PROJECT OPERATING AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT, APPROVING THE ISSUANCE OF REFUNDING BONDS, AND DIRECTING CERTAIN RELATED ACTIONS IN CONNECTION WITH THE MARIN EMERGENCY RADIO SYSTEM PROJECT WHEREAS, the City of San Rafael (the "City") has, together with certain other public agencies (or their predecessors in interest) (such public agencies and the City being referred to herein as the "Participating Agencies"), entered into a Joint Powers Agreement dated as of February 28, 1998, as amended (the "Agreement"), establishing the Marin Emergency Radio Authority (the "Authority") for the purpose, among others, of having the Authority issue its bonds to be used to finance the acquisition, construction and improvement of certain public capital improvements, including a public safety radio system (the "Project"); and WHEREAS, the Authority and the Participating Agencies have previously entered into that certain Project Operating Agreement, dated as of February 1, 1999 (the "Operating Agreement"), whereby the Authority owns and operates the Project for the benefit of the Participating Agencies, and the Participating Agencies agree to pay, on a pro rata basis, the cost of the Project (the "Service Payments") and its annual operation (the "Operating Payments") (collectively, the "Member Payments"); and WHEREAS, pursuant to the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and for the purpose of providing money to acquire the Project, the Authority has previously issued its Marin Emergency Radio Authority 1999 Revenue Bonds (Marin Public Safety and Emergency Radio System), in the original principal amount of $26,940,000 (the 1999 Bonds"), which 1999 Bonds are secured by the Service Payments; and WHEREAS, the Authority has previously entered into that certain Loan Agreement with Citizens Business Bank ("Citizens"), dated as of February 1, 2007 (the "Loan Agreement"), for the purpose of funding certain improvements to the Project, and pursuant to which the Authority has issued its note to Citizens in the original principal amount of $2,250,000 (the "2007 Note"), which 2007 Note is secured by Operating Payments; and WHEREAS, Section 2.03 of the Operating Agreement provides that the Operating Agreement terminates upon payment or defeasance of the 1999 Bonds; and WHEREAS, in order to allow the Authority to refund the 1999 Bonds through the issuance of refunding bonds (the "2010 Bonds"), provide for the refunding of the 2007 Note upon favorable economic conditions, and obtain additional funding for improvements to the Project, is necessary to execute a Restated Project Operating Agreement, dated as of February 1, CM MERA Bonds.DOC 2010 (the "Restated Operating Agreement"), to secure repayment of such obligations, the terms of which will incorporate the provisions of the Operating Agreement, except as otherwise provided in the Restated Operating Agreement; and WHEREAS, an Official Statement containing, among other things, information relating to the City is being prepared and is to be used in connection with the marketing and sale of the 2010 Bonds by the underwriter of the 2010 Bonds (the "Underwriter"); and WHEREAS, there have been presented at this meeting a form of the Restated Operating Agreement; and WHEREAS, the City has duly considered such transactions and wishes at this time to approve said transactions in the public interest of the City. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. The proposed form of the Restated Operating Agreement, as presented to this meeting, is hereby approved. The City Manager or any other officers duly designated by the City (the "Authorized Officers"), each acting alone, are hereby authorized and directed, for and on behalf of the City, to execute, acknowledge and deliver the Restated Operating Agreement, in substantially the form presented to this meeting, with such changes therein as such Authorized Officer may require or approve, with the advice and approval of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. Section 2. The Authorized Officers and staff of the City are hereby authorized and directed to assist the Underwriter and its counsel in preparing proper disclosure with respect to the 2010 Bonds. The use and distribution of the Preliminary Official Statement and use and distribution of the final Official Statement in connection with the sale of the 2010 Bonds is hereby ratified and approved. The Authorized Officers, each acting alone, are hereby authorized and directed, for and on behalf of the City, to approve, and to deem nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the portions of the Preliminary Official Statement for the 2010 Bonds which describe the City and its obligations to the Authority. If requested by the Authority, the Authorized Officers, each acting alone, are hereby authorized and directed, for and on behalf of the City, to execute, acknowledge and deliver the final Official Statement, with such changes therein as such Authorized Officer may require or approve, with the advice and approval of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The issuance of the 2010 Bonds by the Authority is hereby approved, provided that the total debt service of any refunding component allocated to the City is no more than the total debt service currently allocated to the City with respect to the 1999 Bonds. Section 4. The Authorized Officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which, in consultation with the Authority's Bond Counsel and the City Attorney, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, including 2 CM MERA Bonds.DOC but not limited to providing the Authority any material with respect to the City necessary for proper disclosure with respect to the 2010 Bonds, and executing a continuing disclosure agreement if required. Any and all such actions previously taken by such Authorized Officers or staff members are hereby ratified and confirmed. Section 5. This Resolution shall take effect immediately upon adoption. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, California, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City held on the 21St day of December, 2009, by the following vote, to wit: AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Levine ESTHER C. BEIRNE, City Clerk 3 CM MERA Bonds.DOC