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,
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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
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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
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