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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 DOCSLAl :401349.4 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; DOCSLAl:401349.4 -2- 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 DOCSLAl:401349.4 -3- 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 DOCSLA 1 :401349.4 -4- 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 DOCSLAl:401349.4 -5- 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: