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R-219 RESOLUTION NO. 219(PAS) RESOLUTION OF THE MEMBERS OF THE PARKING AUTHORITY OF THE CITY OF SANTA MONICA PROVIDING FOR THE ISSUANCE OF ITS LEASE REVENUE BONDS, SERIES 1992 (CITY OF SANTA MONICA REFUNDING PROJECT OF 1992), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $16,000,000, THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT, A TRUST AGREEMENT AND A PURCHASE CONTRACT, THE AUTHORIZATION TO PREPARE AN OFFICIAL STATEMENT, AND OTHER MATTERS RELATED THERETO wU&REAS, the Parking Authority of the City of Santa Monica (the IIAuthority") and the city of Santa Monica (the "city") propose to enter into a Lease Agreement (as hereinafter defined) pursuant to which the Authority agrees to lease certain real property and certain improvements located thereon (the "Property") to the City in consideration for which the city will make payments of base rental ("Base Rental") for the use and possession of the Property; and WHEREAS, the City, the Authority and the Trustee will enter into a Trust Agreement (as hereinafter defined) pursuant to which the Authority proposes to assign and transfer to Bank of America National Trust and Savings Association, as trustee (the "Trustee") certain of its rights, title and interest in and to the Lease Agreement, including its right to receive payments of Base Rental thereunder, and pursuant to which the Authority will issue its Lease Revenue Bonds, Series 1992 (City of Santa Monica Refunding Project of 1992) (the "Bonds"); and WHEREAS, the Authority and the City desire to solicit proposals from the underwriters listed on Attachment A hereto (the "Underwriters") to purchase the Bonds from the Authority pursuant to a Purchase Contract (as defined herein);' NOW, THEREFORE, BE IT RESOLVED by the members of the Parking Authority of the City of Santa Monica, as follows: SECTION 1. The form of Lease Agreement and option to Purchase (the "Lease Agreement"), on file with the city Clerk, is hereby approved. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the Authority to execute and deliver the Lease Agreement in substantially the form attached hereto as Exhibit A and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf LAl-220353 V3/750,550-013 09/28192 of the Authority may approve, in his or her discretion, as being in the best interests of the Authority, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SBCTION 2. The form of Trust Agreement (the I'Trust Agreementn), on file with the city Clerk, is hereby approved. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Trust Agreement in substantially the form on file with the city Clerk, and presented to and considered at this meeting with such changes therein as the officer executing the same on behalf of the Authority may approve, in his or her discretion, as being in the best interests of the Authority, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 3. The issuance of the Bonds in the aggregate principal amount of not to exceed $16,000,000 on the terms and conditions set forth in, and subject to the limitations specified in the Trust Agreement, is hereby approved. The Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will have such sinking fund installments, will be subject to redemption, and will be as otherwise provided in the Trust Agreement, as the same will be completed as provided in this Resolution. The execution of the Bonds in the name of and on behalf of the Authority and under its seal, with the signature of the Chairperson or, in his or her absence, the Chair Pro Tempore of the Authority and the countersignature of the Secretary of the Authority, with such signature being manually affixed, printed, lithographed, or facsimile engraved, and such countersignature being manually affixed, is hereby approved. SECTION 4. The form of Purchase Contract (the IlPurchase Contract"), by and among the underwriter to be selected pursuant to this Section 4 (the "underwriter"), the City and the Authority and on file with the City Clerk, is hereby approved. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on the behalf of the Authority, to (i) select the Underwriter, based on proposals submitted by the Underwriters, that will be the Underwriter for the Bonds, and (ii) execute and deliver the Purchase Contract, substantially in the form on file with the city Clerk, and presented to and considered at this meeting, with such changes therein (including but not limited to the inclusion of the name of the Underwriter selected pursuant to the above clause) as the officer executing the same on behalf of the Authority may approve, in his or her sole discretion, as being in the best interests of the Authority, such approval to be conclusively evidenced by such officer's execution and delivery thereof. In connection with the execution and delivery of said Purchase Contract, the officer executing the same is further LAl-220353 V3/750,550-013 2 09128/92. authorized and directed to negotiate the price and the interest rates for the Bonds to be sold pursuant to such Purchase Contract up to a maximum principal amount of $16,000,000, such that the true interest component of payments to be made in connection with such Bonds shall not exceed 8% per annum and such that the maximum aggregate discount from the principal amount of the Bonds shall not exceed 2% of the aggregate principal amount thereof. SECTION s. The form of preliminary Official statement (the "Preliminary Official statement"), on file with the City Clerk, is hereby approved and the use of the Preliminary Official statement in connection with the offering and sale of the Bonds is hereby authorized and approved with such additions, deletions, and changes as the officers of the Authority deem to be appropriate. The Preliminary Official statement shall be circulated for use in selling the Bonds at such time as an officer of the Authority shall determine that the preliminary Official statement is substantially final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 as amended, said determination to be conclusively evidenced by a certificate signed by such officer of the Authority. SECTION 6. The preparation and delivery of a final Official statement, and its use by the underwriter, in connection with the offering and sale of the Bonds, is hereby authorized and approved. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Authority to execute and deliver the final Official statement in substantially the form of the Preliminary Official statement on file with the City Clerk, and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf of the Authority may approve, in his or her discretion, as being in the best interests of the Authority, and any amendment or supplement thereto, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. The officers of the Authority are, and each acting alone is, hereby authorized and directed to take such actions and execute such documents as are, in the opinion of the City Attorney or O'Melveny & Myers, bond counsel, desirable to defease the outstanding City of Santa Monica Certificates of Participation (City of Santa Monica Refunding Project of 1986) originally dated as of August 1, 1986. SECTION 8. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed to take such actions and to execute such documents as may be necessary to effectuate the purposes of this Resolution. For purposes of this resolution, the "officers of the Authority" shall include, but not be limited to, the Chairperson, the Chair Pro Tempore, the Executive Secretary, the Authority Attorney and the city Clerk. LAl-220353 V3/750,550-013 3 09/28/92 SECTION 9. All actions heretofore taken by any officer or officers of the Authority, as may be authorized by the Authority, with respect to the issuance of the Bonds or in connection with or related to any of the agreements referenced herein are hereby approved, confirmed and ratified. SBCTION 10. The City Clerk shall certify to the adoption of this Resolution and thenceforth and thereafter the same shall be in full force and effect. APPROVED AS TO FORM: Attorney LAl-220353 V3/750,550-013 4 09/28/92 Attachment A Underwriters Bank of America N.T. & S.A. Bear, stearns & Co. Inc. Dillon, Read & Co. Inc. Goldman, Sachs & Co. Kemper Securities Group, Inc. Kidder, Peabody & Co., Inc. Lehman Brothers Merrill Lynch & Co. paineWebber Incorporated Prudential Securities Incorporated stephens Inc. Smith Barney, Harris Upham & Co., Inc. LAl-220353 V3/750,550-013 6 09/28/92 Adopted and approved this 13th day of October, 1992. I hereby certify that the foregoing Resolution No. 219(PAS) was duly adopted by the Parking Authority of the city of Santa Monica at a meeting thereof held on October 13, 1992, by the following Authority vote: Ayes: Authority Members: Abdo, Genser, Holbrook, Katz, Olsen Noes: Authority Members: None Abstain: Authority Members: Vazquez Absent: Authority Members: Zane ATTEST: ~ Ii r ~7/- /,;&thIJC&7~( --------- ~ C 1 er}( .