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R-2 (3) RESOLUTION NO. 2 (PFA) RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION A..ND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, A LEASE AGREEMENT, AN INDENTURE AND AN ASSIGNMENT AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE BOl\-'DS, SERIES 1999 (PUBLIC SAFETY FACILITY PROJECT), AUTHORIZING THE ISSUANCE OF SUCH B01\:'DS IN AN AGGREGATE PRINCIPAL Al\fOUNT OF NOT TO EXCEED $15,000,000, AUTHOlUZING THE PUBLISHING OF A NOTICE OF INTE~'TION TO SELL, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE INVITING BIDS AND AN OFFICIAL STATEMEl''T IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUl\1ENTS Ai"ID CERTIFICATES A1~D RELATED ACTIONS WHEREAS, the CIty of Santa MOnIca (the "City") deSlres to finance a portiOn of the costs of the acquiSItion, constructlOn and mstaIlatJ.on of certam capital improvements constltutmg a publIc safety faCIlIty and related improvements, facilItIes and eqUipment (the "Project"), WHEREAS, lD order to finance the ProJect, the City deSIres to lease certam real property on which the Project is to be constructed (the "Site") to the Santa Monica PublIc Financmg Authority (the "Authonty") pursuant to a Ground Lease (the "Ground Lease") and to sublease the Site and the Project back from the Authonty pursuant to a Lease Agreement (the "Lease Agreement") , \VHEREAS, the City and the Authonty have determined that it would be m the best mterests of the Clty and the Authonty to prOVIde the funds necessary to finance the Project through the Issuance by the Authonty of Its Santa MOllica PublIc Fmancmg Authonty Lease Revenue Bonds, Senes 1999 (PublIc Safety Facll1ty ProJect) (the "Bonds"), WHEREAS, the Bonds wIll be issued pursuant to the Marks-Roos Local Bond PoolIng Act of 1985, commencmg WIth SectIon 6584 of the Cahfomia Government Code, WHEREAS, the CIty and the Authonty have deternuned that It would be m the best mterests of the CIty and the Authonty to prOVIde for the Issuance of the Bonds pursuant to an Indenture (the "Indenture"), by and among the Authonty, the City and BNY Western Trust Company, as trustee (the ''Trustee''), WHEREAS, the Bonds wlll be payable from the base rental payments (the "Base Rental Payments") to be made by the CIty under the Lease Agreement, and all nghts to recel\'e the Base Rental Payments wIll be aSSIgned WIthout recourse by the Authonty to the Trustee pursuant to an Assignment Agreement (the "Assignment Agreement"), WHEREAS, the CIty and the Authonty deSire to provlde for the pubhc sale of the Bonds, DOCSLAI3165942 40233-5-GHl \VHEREAS, a form of the Notice of IntentIon to Sell (the "Notice of Intention to Sell") to be publIshed m connectIOn ,nth the pubhc offenng of the Bonds has been prepared, "'HEREAS, a form of the Prehmmary Official Statement (the "Prehrrunary Official Statement") and a form of the Official NotIce Invltrng Bids (the "Notice Invltmg Bids") to be dlstnbuted 1ll connectIon with the pubhc offenng of the Bonds have been prepared, 'VHEREAS, the City IS a member of the Authonty and the Project IS to be located Wlthm the boundaries ofthe City, 'VHEREAS, the Board of Directors of the Authonty (the "Board of Duectors") has been presented with the form of each document referred to herem relatmg to the financmg contemplated hereby, and the Board of Directors has exanllned and approved each document and desires to authonze and direct the execution of such documents and the consummatlOn of such financmg, and \VHEREAS, all acts, condItIons and tlungs reqUITed by the laws of the State of Cahforma to eXist, to have happened and to have been performed precedent to and m connectIOn WIth the consummatlOn of such financmg authonzed hereby do eXist, have happened and have been performed m regular and due time, form and manner as reqUlred by law, and the Authonty IS now duly authonzed and empowered, pursuant to each and every reqUIrement of law, to consummate such financmg for the purpose, m the manner and upon the terms herem proVided, NO\V, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY, as follows' Section 1. All of the reCitals herem contamed are true and correct and the Board of Directors so finds Section 2. The form of the Ground Lease, on file WIth the Secretary of the Authonty, IS hereby approved, and the Chairperson of the Authonty, or such other member of the Board of Directors as the Ch31rperson may deSignate, the ExecutIve Director of the Authonty and the Treasurer of the Authonty (the "Authonzed Officers"), are each hereby authonzed and directed, for and in the name and on behalf of the Authority, to execute and deliver the Ground Lease m substantially said form, "",th such changes, msertlOns and omissions therem as the Authonzed Officer executmg the same may reqUIre or approve, such approval to be conclUSIvely eVidenced by the execution and delIvery thereof Section 3. The form of the Lease Agreement, on file With the Secretary of the Authonty, IS hereby approved, and the Authonzed Officers are each hereby authonzed and directed, for and m the name and on behalf of the Authonty, to execute and delIver the Lease Agreement m substantially said form, With such changes, msertlOllS and omiSSIOns therem as the Authonzed Officer executmg the same may require or approve, such approval to be concluslVely eVidenced by the executlOn and delIvery thereof, prOVided, however, that the aggregate amount of the pnnclpal components ofthe Base Rental Payments shall not exceed $15,000,000, the term of the Lease Agreement shall tennmate no later than July 1, 2021 (provlded that such term may be extended as prOVIded therem) and the true mterest cost apphcable to the mterest components of the Base Rental Payments shall not exceed 60% per annum DOCSLAl 3165942 40233-5-GHI -2- Section 4. The form of Indenture, on file wIth the Secretary of the Authonty, IS hereby approved, and the Authorized Officers are each hereby authonzed and drrected, for and m the name and on behalf of the Authonty, to execute and delIver the Indenture m substantIally saId form, WIth such changes, msertIOns and omISSIOns therem as the Authonzed Officer executmg the same may reqUlre or approve, such approval to be conclusIvely eVIdenced by the executIon and delIvery thereof, provIded, however, that the aggregate amount of the Bonds shall not exceed $15,000,000, the [mal matunty date ofthe Bonds shall be no later than July 1. 2021 and the true mterest cost applIcable to the Bonds shall not exceed 6 0% per annum and, provIded, further, that such changes, msertIons and omIssions shall be consIstent WIth the terms of the Bonds establIshed by offenng the Bonds at publIc sale pursuant to the NotIce Invltmg BIds Section 5. The Issuance of not to exceed $15,000,000 aggregate pnnclpal amount of the Bonds, III the princIpal amounts, beanng mterest at the rates and matunng on the dates as specified III the Indenture as finally executed, IS hereby authonzed and approved Section 6. The form of ASSIgnment Agreement, on file WIth the Secretary of the Authonty, IS hereby approved, and the Authonzed Officers are each hereby authonzed and dIrected, for and in the name and on behalf of the Authonty, to execute and deliver the ASSIgnment Agreement III substantIally saId form. Wlth such changes, msertions and onussIOns therem as the Authonzed Officer executmg the same may reqUlre or approve, such approval to be conclUSIvely eVIdenced by the executIOn and delIvery thereof. Section 7. The form of Notice of IntentIOn to Sell, on file WIth the Secretary of the Authonty, WIth such changes, msertlOns and omISSIons therem as may be approved by an Authonzed Officer, IS hereby approved, and the use of the Notice of IntentIOn to Sell In connectIOn WIth the offenng and sale of the Bonds IS hereby authonzed and approved. The Authonzed Officers are each hereby authonzed and dIrected, for and m the name and on behalf of the Authonty, to cause the NotIce of Intentlon to Sell to be publIshed once III The Bond Buyer (or m such other financial publIcation generally CIrculated throughout the State of CalIfornia or reasonably expected to be dtssemmated among prospectIve bIdders for the Bonds as an Authonzed Officer shall approve as bemg m the best mterests of the Authonty) at least 15 days pnor to the date set for the openmg of bIds m the NotIce InVItIng BIds, WIth such changes, InSertIOns and omISSIOns therem as an Authonzed Officer may reqUIre or approve, such reqUIrement or approval to be conclUSIvely eVIdenced by such publIshmg of the Notice of IntentIon to Sell Section 8. The form of NotIce Invltmg BIds, on file WIth the Secretary of the Authonty, with such changes, msertIOns and omISSIOns therem as may be approved by an Authonzed Officer, IS hereby approved, and the use of the NotIce Invltmg BIds m connectIOn WIth the offenng and sale of the Bonds IS hereby authonzed and approved. The terms and condttIons of the offenng and sale of the Bonds shall be as speCIfied ill the NotIce InVIting BIds Sealed bIds for the purchase of the Bonds shall be received by the Authonty at the tIme and place set forth m the NotIce InvItIllg BIds. The Authorized Officers are each hereby authonzed and dIrected. for and III the name and on behalf of the Authonty, to accept the lowest bId for the Bonds, or to reject all bIds therefor, III accordance WIth the terms of the Nonce InvItmg BIds DOCSLAI 3]65942 40233-5-GHI -3- Section 9. The form of PrelImmary OfficIal Statement, on file with the Secretary of the Authonty, with such changes, lUsertIons and omISSIons therem as may be approved by an Authonzed Officer, IS hereby approved, and the use of the PrelImmary Official Statement In connectIon wIth the offenng and sale of the Bonds IS hereby authonzed and approved. The Authonzed Officers are each hereby authonzed to certIfy on behalf of the Authonty that the PrelIminary OffiCial Statement IS deemed final as of Its date, wltlun the meanmg of Rule l5c2-l2 promulgated under the SecuntIes Exchange Act of 1934 (except for the omIssion of certam fmal pncmg, ratIng and related mformatIOn as permitted by such Rule) The Authonzed Officers are each hereby authonzed and drrected to furmsh, or cause to be furnIShed, to prospectIve bIdders for the Bonds a reasonable number of caples of the PrelImmary OffiCIal Statement Section 10. The preparatlOn and delIvery of an OffiCIal Statement, and ItS use In connectlOn WIth the offenng and sale of the Bonds, IS hereby authonzed and approved The OffiCIal Statement shall be III substantIally the form of the Prehmmary OffiCial Statement WIth such changes, msertlOns and OilllSSlOns as may be approved by an Authonzed Officer, such approval to be conclUSIvely evidenced by the executIOn and dehvery thereof. The Authonzed Officers are each hereby authonzed and dIrected, for and III the name of and on behalf of the Authonty, to execute the final OffiCIal Statement and any amendment or supplement thereto for and III the name and on behalf of the Authonty Section 11. The officers and agents of the Authonty are hereby authonzed and dIrected, jomtlyand severally, to do any and all thmgs wluch they may deem necessary or adVIsable in order to consummate the transactIons herem authonzed and otherWIse to carry out, gIve effect to and comply WIth the terms and mtent of thIS ResolutIOn Section 12. All actIOns heretofore taken by the officers and agents of the Authonty WIth respect to the transactIOns set forth above are hereby approved, confirmed and ratIfied Section 13. The Secretary ofthe Authonty shall certIfy to the adopnon ofthIS ResolutIOn and thenceforth and thereafter the same shall be III full force and effect APPROVED AS TO FORM fAfn4~L Marsha Jones Mouh:/e, Authonty Counsel DOCSLAl 3165942 40233-5-GHl -4- Adopted and approved this 14th of September, 1999 ~ -r~< ___ / Lt.,v, C~(t ~ " p~m O'Connor, Chair I hereby certify that the foregoing Resolution No 2 (PFAS) was duly adopted at a Jomt meetmg of the PublIC Flnancmg Authonty and the City Council held on the 14th of September, 1999, by the followmg vote Ayes Authonty Members Femstem, McKeown, Rosenstein, Holbrook, Bloom, Chair Pro Tern Genser, Chair O'Connor Noes Authonty Members None Abstam Authonty Members None Absent Authonty Members None ATTEST ~ ~ ~..,~ Mana M Stewart, Authonty Secretary :!919S-;Y~ JHH\V [,H OCt 7!L 81<)5 7 {25.'95 RESOLUTION NO. 1 (PFA) RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A FACILITIES LEASE, A LEASE AGREEMENT, A TRUST AGREEMENT A::-\D AN ASSIGNMENT A(;REEMENT WITH RESPECT TO THE EXECUTION AND DELIVERY OF CITY OF SANTA MONICA CERTIFICATES OF PARTICIPATION (1995 AIRPORT FACILITIES REFUNDING), AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH CERTIFICATES IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $5,000,000 AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, III order to finance certa10 airport faCIlItIes (the "Facllmes"), the CIty of Santa MOnIca (the "CIty") caused to be executed and delIvered $4,625,000 aggregate pnncIpal amount of Ceruficates of PartIcipatIOn (Airport FaCilItIes) (the "Prior Ceruficates"); WHEREAS, the CIty currently subleases the Faclhnes and the real property on whICh they are located (collecuvely, the "Property") pursuant to a Lease Agreement Re1anng to Arrport FacIlmes, dated as of October 1, 19S5 (the "Pnor Lease"); WHEREAS~ the Pnor CertIfIcates were executed and delIvered pur<;uant to a Trust Agreement Relatmg to AIrport FaCIlItIes, dated a~ of October 1, 1985, among Bank of Amenca NatIonal Tru<;t and Savmgs As~oclatIon, as tru~tee, the City and Secunty PaCIfIc NatIOnal Bank, as lessor; WHEREAS, the Pnor CertIficates represent proportIonate 10terests In the lease payments to be made by the CIty under the Pnor Lease, WHEREAS, 10 order to achIeve cena10 savIngs, the CIty deSIres to exerCIse Its optIon to prepay lease payments payable under the Pnor Lease (thereby releas10g the Property from the Pnor Lease), and then to lease the Property to the Santa Monica PublIc Fmancmg Authonty (the "Authonty") pursuant to a FaCIlItIes Lease (the "FaCIlItIes Lease"), and sublease the Property back from the Authonty pursuant to a Lease Agreement (the "Lease Agreement"): WHEREAS, the CIty has determined that It would be m the best 10terests of the CIty to proVIde the funds net..e~sary for the City to exerCIse Its optIon to prepay lease payments payable under the Pnor Lea<,e through the executIon and delivery, pursuant to a Trust Agreement (the "Trust Agreement") by and among U S Trust Company of CalIforma, N A , as trustee (the "Trustee'"), the Authonty and the CIty, of certIfICates of partICIpation (the "CertIfICates") eVIdenCIng proportIonate 10terests in the base rental payments to be made by the CIty under the Lease Agreement, WHEREAS. all nghts to receive such base rental payments wIll be aSSigned wIthout recourse by the Authonty to the Trustee pursuant to an ASSIgnment Agreement (the "ASSIgnment Agreement") _ WHEREAS, III consIderatlOfi of such assignment and the executIon of the Trust Agreement, the Trustee wIll exel.ute and delIver the CertIfIcates, eal.h eVIdencmg and represent10g a proportlonate 10terest In the ba~e rental payments, WHEREAS. the Board of Duectors of the Authority (the "Board of Duectors") has been presented with the form of each document referred to herem relatmg to the fmancmg LOntemplated hereby, and the Board of Duectors has exammed and approved each document and de~Ires to authonze and duect the executIOn of such documents and the consummation of such fmanung: and WHEREAS, all acts, conditIon~ and thmgs requued by the ConstItutIon and laws of the State of CalIforma to eXIst, to have happened and to have been performed precedent to and m connectIOn WIth the consummatIOn of such fmancmg authonzed hereby do eXIst, have happened and have been performed m regular and due tune, form and manner as reqUIred by law, and the Authonty IS now duly authonzed and empowered, pur~uant to each and every requuement of law. to consummate such fmancmg for the purpose, m the manner and upon the terms herem prOVIded; NO"V, THEREFORE, BE IT RESOL YED BY THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCIN(; AUTHORITY, as follows: Section 1. All of the recltab herem contamed are true and correct and the Board of DIrectors so fmds Section 2. The fonn of the FaCIlitIes Lease, on fIle wIth the Secretary of the Authonty, IS hereby approved. and the Charrperson of the Authonty, or such other member of the Board of Duectors as the Chauperson may deSIgnate, the ExecutIve Duector of the Authority and the Treasurer of the Authomy (the "Authorized Officers") are each hereby authonzed and duected, for and 10 the name and on behalf of the Authonty, to execute and debver the FaulltIeS Lease m substantially :-.aId form. w1th such changes therem as the Authonzed Officer executmg the same may reqmre or approve, 'iuch approval to be conclUSIvely eVIdenced by the executIOn and delIvery thereof. Section 3. The form of the Lease Agreement. on file WIth the Secretary of the Authonty, is hereby approved, and the Authonzed OffIcers are each hereby authonzed and dlfected. for and m the name and on behalf of the Authonty, to execute and deliver the Lease Agreement m substanttally saId form, WIth such changes therem as the Authorized OffIcer executing the same may reqUIre or approve, su<...h approval to be conclusively eVIdenced by the executIOn and delIvery thereof; provided. however, that the aggregate amount of prmClpal component of base rental payable under the Lease Agreement shall not exceed $5.000,000, the term of the Lease Agreement shall not exceed 12 years and the rate applIcable to the mterest components of base rental payable under the Lease Agreement shall not exceed 7.09C per annum. Section 4 The form of Tru!'.t Agreement. on file WIth the Secretary of the Authonty. IS hereby approved. and the Autbonzed Officers are each hereby authonzed and duecred. for and m the name and on behalf of the AuthOrIty, to execute and deliver the Trust Agreement In substantlally saId form, WIth such changes therem as the Authonzed OffIcer executmg the same may requue or approve, such approval to be conclUSIvely evidenced by the executIOn and debvery thereof Section 5. The form of Assignment Agreement, on hIe WIth the Secretary of the Authonty, IS hereby approved, and the AuthOrIzed OffIcers are each hereby authorized and dueued, for and In the name and on behalf of the Authonty, to execute and delIver the ASSIgnment Agreement 10 substantIally Said form, WIth such changes therem as the Authonzed OffICer executmg the same may requue or approve, such approval to be conclUSIVely evidenced by the execution and delIvery thereof. 2 Sectiun 6 The executIOn and delIvery of not to exceed $5,000,000 aggregate pnnclpal amount of Certificates, payable In the years and 10 the amounts, WIth prinCipal components and mterest wmponents WIth respect thereto as specifIed m the Trust Agreement as fmally executed, are hereby authonzed and approved Section 7 The offIcers of the Authonty are hereby authorized and drrected, Jointly and s.everally, to do any and all thmgs WhICh they may deem necessary or advIsable 10 order to consummate the transactlons herem authOrIzed and otherwIse to carry out, gIve effect to and comply With the terms and mtent of thIS ResolutIOn Section 8 All actIOns heretofore taken by the officers and agents of the Authonty WIth re~pect to the trans-aCUons set forth above are hereby approved, confirmed and ranfied. Section 9 The Secretary of the Authonty shall certIfy to the adopnon of thIS ResolutIOn and then<..eforth and thereafter the same shall be 10 full force and effect. APPROVED AS TO FORM: I1L.JLU.A 4hM ~ I~ Marsha J one~1outne,' AuthoritY Attorney Adopted and approved thIS Xth day of August 11.)95 3 Adopted and approved thlS 8th of August, 1995 u4t~ /l~ Chalr Pro Tempore I hereby certlfy that the foregomg Resolutlon 1 (PF A) was duly adopted at a meetmg of the Pubhc Fmancmg Authonty held on the 8th of August, 1995 by the followmg vote Ayes Authonty members Abdo, Ebner, Genser, Greenberg, Holbrook, O'Connor Noes Authonty members None Abstam Authonty members None Absent Authonty members Rosenstem ATTEST j{~thWL&- ?I / - - ./ Actmg Secretary