R-3 (2)
RESOLUTION NO. 3 (PFAS)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA
MONICA PUBLIC FINANCING AUTHORITY AUTHORIZING THE
EXECUTION AND DELIVERY BY THE AUTHORITY OF A FIRST
AMENDMENT TO LEASE AGREEMENT, A FIRST SUPPLEMENTAL
INDENTURE AND A FIRST AMENDMENT TO ASSIGNMENT
AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SANTA
MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE
BONDS, SERIES 2002A (pUBLIC SAFETY FACILITY PROJECT),
AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $18,000,000,
AUTHORIZING THE PUBLISHING OF A NOTICE OF INTENTION TO
SELL, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE
INVITING BIDS AND AN OFFICIAL STATEMENT IN CONNECTION
WITH THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS
AND CERTIFICATES AND RELATED ACTIONS
WHEREAS, the City of Santa Monica (the "City") previously financed a portion of the
costs of the acquisition, construction and installation of certain capital improvements constituting
a public safety facility and related improvements, facilities and equipment (the "Project");
WHEREAS, in order to accomplish such financing, the City leased certain real property
on which the Project is being constructed (the "Site") to the Santa Monica Public Financing
Authority (the "Authority") pursuant to a Ground Lease, dated as of September 1, 1999, and
subleased the Site and the Project back from the Authority pursuant to a Lease Agreement, dated
as of September 1,1999 (the "Original Lease Agreement");
WHEREAS, the City and the Authority determined that it would be in the best. interests
of the City and the Authority to provide the funds necessary to finance the acquisition,
construction and installation of the Project through the issuance by the Authority of Santa
Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (public Safety Facility
Project) (the "Series 1999 Bonds") payable from the base rental payments (the "Base Rental
Payments") to be made by the City under the Original Lease Agreement;
WHEREAS, all rights to receive such Base Rental Payments were assigned without
recourse by the Authority to BNY Western Trust Company, as trustee (the "Trustee") pursuant to
an Assignment Agreement, dated as of September 1, 1999 (the "Original Assignment
Agreement");
WHEREAS, in consideration of such assignment and the execution of the Indenture,
dated as of September 1, 1999 (the "Original Indenture"), by and among the Trustee, the
Authority and the City, the Authority issued the Series 1999 Bonds (capitalized undefined terms
used in these recitals shall have the meanings ascribed thereto in the Original Indenture);
WHEREAS, the Original Indenture provides that, subject to the conditions set forth
therein, in addition to the Series 1999 Bonds, the City, the Authority and the Trustee may by
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execution of a supplemental Indenture, without the consent of the Owners, provide for the
issuance of Additional Bonds, payable from additional Base Rental Payments;
WHEREAS, the Original Lease Agreement provides that, the Original Lease Agreement
and the rights and obligations of the Authority and the City thereunder may be amended or
supplemented at any time by an amendment thereof or supplement thereto which shall become
binding upon execution by the Authority and the City, without the written consents of any
Owners, in order to provide for the issuance of Additional Bonds in accordance with the
provisions of the Indenture;
WHEREAS, the City desires to finance an additional portion of the costs of the
acquisition, construction and installation of the Project;
WHEREAS, in order to accomplish such financing, the Authority and the City desire to
enter into a First Amendment to Lease Agreement (the "First Lease Amendment") in order to
amend the Original Lease Agreement so as to increase the amount of Base Rental Payments
payable thereunder and to make certain other modifications in order to provide for the issuance
of Additional Bonds in accordance with the provisions of the Original Indenture (the Original
Lease Agreement as so amended is referred to as the "Lease Agreement");
WHEREAS, the City and the Authority have determined that it would be in the best
interests of the City and the Authority to provide the funds necessary to finance the additional
portion of the acquisition, construction and installation of the Project through the offering and
sale of Additional Bonds, designated "Santa Monica Public Financing Authority Lease Revenue
Bonds, Series 2002A (public Safety Facility Project)" (the "Series 2002A Bonds") payable from
the additional Base'Rental Payments;
WHEREAS, the Authority and the Trustee desire to enter into a First Amendment to
Assignment Agreement (the "First Assignment Amendment") in order to amend the Original
Assignment Agreement so as to expressly provide that all rights to receive the Base Rental
Payments, including the increased amounts thereof provided for in the First Amendment to Lease
Agreement, have been assigned without recourse by the Authority to the Trustee;
WHEREAS, the Authority and the City desire that the Trustee, the Authority and the
City enter into a First Supplemental Indenture (the "First Supplemental Indenture") in order to
provide for the execution and delivery ofthe Series 2002A Bonds;
WHEREAS, the Series 2002A Bonds will be issued pursuant to the Marks-Roos Local
Bond Pooling Act of 1985, commencing with Section 6584 of the CalifomiaGovemment Code;
WHEREAS, the City and the Authority desire to provide for the public sale of the Series
2002A Bonds;
WHEREAS, a form of the Notice of Intention to Sell (the ''Notice of Intention to Sell")
to be published in connection with the public offering of the Series 2002A Bonds has been
prepared;
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WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement") and a form of the Official Notice Inviting Bids (the "Notice Inviting Bids") to be
distributed in connection with the public offering ofthe Series 2002A Bonds have been prepared;
WHEREAS, the City is a member of the Authority and the Project is to be located within
the boundaries of the City;
WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has been
presented with the foim of each document referred to herein relating to the financing
contemplated hereby, and the Board of Directors has examined and approved each document and
desires to authorize and direct the execution of such documents and the consummation of such
financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of
California to exist, to have happened and to have been performed precedent to and in connection
with the consummation of such financing authorized hereby do exist, have happened and have
been performed in regular and due time, form and manner as required by law, and the Authority
is now duly authorized and empowered, pursuant to each and every requirement of law, to
consummate such financing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE SANTA MONICA PUBLIC FINANCING AUTHORITY, as follows:
Section 1. All of the recitals herein contained are true and correct and the Board of
Directors so finds.
Section 2. The form of the First Lease Amendment, on file with the Secretary of the
Authority, is hereby approved, and the Chairperson of the Authority, or such other member of
the Board of Directors as the Chairperson may designate, the Executive Director of the Authority
and the Treasurer of the Authority (the "Authorized Officers"), are each hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the First
Lease Amendment in substantially said form, with such changes, insertions and omissions
therein as the Authorized Officer executing the same may require or approve, such approval to
be conclusively evidenced by the execution and delivery thereof; provided, however, that the
aggregate amount of the principal components of the Base Rental Payments shall not exceed
$18,000,000, the term of the Lease Agreement shall tenninate no later than July 1, 2021
(provided that such term may be extended as provided therein) and the true interest cost
applicable to the interest components of the Base Rental Payments shall not exceed 5.5% per
annum.
Section 3. The form of First Supplemental Indenture, on file with the Secretary of the
Authority, is hereby approved, and the Authorized Officers are each hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the First
Supplemental Indenture in substantially said form, with such changes, insertions and omissions
therein as the Authorized Officer executing the same may require or approve, such approval to
be conclusively evidenced by the execution and delivery thereof; provided, however, that the
aggregate amount of the Series 2002A Bonds shall not exceed $18,000,000, the final maturity
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date of the Series 2002A Bonds shall be no later than July 1, 2021 and the true interest cost
applicable to the Series 2002A Bonds shall not exceed 5.5% per annum and provided further
, , ,
that such changes, insertions and omissions shall be consistent with the terms of the Series
2002A Bonds established by offering the Series 2002A Bonds at public sale pursuant to the
Notice Inviting Bids.
Section 4. The issuance of not to exceed $18,000,000 aggregate principal amount of the
Series 2002A Bonds, in the principal amounts, bearing interest at the rates and maturing on the
dates as specified in the Indenture as finally executed, is hereby authorized and approved.
Section 5. The form of First Assignment Amendment, on file with the Secretary of the
Authority, is hereby approved, and the Authorized Officers are each hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the First
Assignment Amendment in substantially said form, with such changes, insertions and omissions
therein as the Authorized Officer executing the same may require or approve, such approval to
be conclusively evidenced by the execution and delivery thereof.
Section 6. The form of Notice of Intention to Sell, on file with the Secretary of the
Authority, with such changes, insertions and omissions therein as may be approved by an
Authorized Officer, is hereby approved, and the use of the Notice of Intention to Sell in
connection with the offering and sale of the Series 2002A Bonds is hereby authorized and
approved. The Authorized Officers are each hereby authorized and directed, for and in the name
and on behalf of the Authority, to cause the Notice of Intention to Sell to be published once in
The Bond Buyer (or in such other financial publication generally circulated throughout the State
of California or reasonably expected to be disseminated among prospective bidders for the Series
2002A Bonds as an Authorized Officer shall approve as being in the best interests of the
Authority) at least 15 days prior to the date set for the opening of bids in the Notice Inviting Bids,
with such changes, insertions and omissions therein as an Authorized Officer may require or
approve, such requirement or approval to be conclusively evidenced by such publishing of the
Notice of Intention to Sell.
Section 7. The form of Notice Inviting Bids, on file with the Secretary of the Authority,
with such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the Notice Inviting Bids in connection with the
offering and sale of the Series 2002A Bonds is hereby authorized and approved. The terms and
conditions of the offering and sale of the Series 2002A Bonds shall be as specified in the Notice
Inviting Bids. Sealed bids for the purchase of the Series 2002A Bonds shall be received by the
Authority at the time and place set forth in the Notice Inviting Bids. The. Authorized Officers are
each hereby authorized and directed, for and in the name and on behalf of the Authority, to accept
the lowest bid for the Series 2002A Bonds, or to reject all bids therefor, in accordance with the
terms ofthe Notice Inviting Bids.
Section 8. The form of Preliminary Official Statement, on file with the Secretary of the
Authority, with such changes, insertions and omissions therein as may be approved by an
Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in
connection with the offering and sale of the Series 2002A Bonds is hereby authorized and
approved. The Authorized Officers are each hereby authorized to certify on behalf of the
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Authority that the Preliminary Official Statement is deemed final as of its date, within the
meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the
omission of certain final pricing, rating and related information as permitted by such Rule).
The Authorized Officers are each hereby authorized and directed to furnish, or cause to
be furnished, to prospective bidders for the Series 2002A Bonds a reasonable number of copies of
the Preliminary Official Statement.
Section 9. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the Series 2002A Bonds, is hereby authorized and
approved. The Official Statement shall be in substantially the form of the Preliminary Official
Statement with such changes, insertions and omissions as may be approved by an Authorized
Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The
Authorized Officers are each hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute the final Official Statement and any amendment or
supplement thereto for and in the name and on behalf ofthe Authority.
Section 10. The officers and agents of the Authority are hereby authorized and directed,
jointly and severally, to do any and all things which they may deem necessary or advisable in
order to consummate the transactions herein authorized and otherwise to carry out, give effect to
and comply with the terms and intent of this Resolution.
Section 11. All actions heretofore taken by th~ officers and agents of the Authority with
respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 12. The Secretary of the Authority 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:
Adopted and approved this 18th day of December 2001.
Chairperson
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Adopted and approved this 18th of December, 2001.
I hereby certify that the foregoing Resolution No.3 (PFAS) was duly adopted at
a joint meeting of the Public Financing Authority and the City Council held on the 18th
of December, 2001, by the following vote:
Ayes: Authority Members: Holbrook, O'Connor, Bloom, Genser, Katz, Chair
Pro Tem McKeown, Chair Feinstein
Noes: Authority Members: None
Abstain: Authority Members: None
Absent: Authority Members: None
ATTEST: