HomeMy WebLinkAboutTC Res 2010-01-06RESOLUTION NO. 04-2010
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF
TIBURON APPROVING, AUTHORIZING AND DIRECTING THE
EXECUTION OF A RESTATED PROJECT OPERATING AGREEMENT,
APPROVING THE ISSUANCE OF REFUNDING BONDS, AND
DIRECTING CERTAIN RELATED ACTIONS IN CONNECTION WITH
THE MARIN EMERGENCY RADIO SYSTEM PROJECT
WHEREAS, the Town of Tiburon (the "Member") has, together with certain
other public agencies (or their predecessors in interest) (such public agencies and the Member
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,
2010 (the "Restated Operating Agreement"), to secure repayment of such obligations, the terms
Town Council Resolution No. 04-2010 January 6, 2010 Page 1 of 3
of which will incorporate the provisions of the Operating Agreement, except as otherwise
provided in the Restated Operating Agreement; and
WHEREAS, there have been presented at this meeting a form of the Restated
Operating Agreement; and
WHEREAS, the Member has duly considered such transactions and wishes at
this time to approve said transactions in the public interest of the Member.
NOW5 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 Town Manager or any other officers duly designated by
the Member (the "Authorized Officers"), each acting alone, are hereby authorized and directed,
for and on behalf of the Member, 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 counsel to the
Member, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 2. 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 Member is no
more than the total debt service currently allocated to the Member with respect to the 1999
Bonds.
Section 3. The Authorized Officers and staff of the Member 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 counsel to the
Member, they may deem necessary or advisable in order to effectuate the purposes of this
Resolution, including but not limited to providing the Authority any material with respect to the
Member 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.
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Section 4. This Resolution shall take effect immediately upon adoption.
PASSED, APPROVED AND ADOPTED this 6t' day of January, 2010, by the
following vote:
AYES: COUNCILMEMBERS: Collins, Fraser, Fredericks, O'Donnell, Slavitz
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
RICHARD COLLINS, MAYOR
TOWN OF TIBURON
ATTEST:
DIANE CRANE IACOPI
TOWN CLERK
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