R-4 (2)
RESOLUTION NO. ~
(PF AS)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA
MONICA PUBLIC FINANCING AUTHORITY AUTHORIZING THE
EXECUTION AND 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 BONDS, SERIES 2004 (CIVIC CENTER PARKING
PROJECT), AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $42,000,0001
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") desires to finance the design,
construction, installation, reimbursement and/or acquisition of certain capital improvements
constituting a public parking garage and related improvements (the "Project");
WHEREAS, in order to finance the Project, the City desires to lease certain real property
on which the Project is to be constructed (the "Site") to the Santa Monica Public Financing
Authority (the "Authority") pursuant to a Ground Lease (the "Ground Lease") and to sublease
the Site and the Project back from the Authority pursuant to a Lease Agreement (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 funds necessary to finance the Project through
the issuance by the Authority of its Santa Monica Public Financing Authority Lease Revenue
Bonds, Series 2004 (Civic Center Parking Project) (the "Bonds");
WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling
Act of 1985, commencing with Section 6584 of the California Government Code;
WHEREAS, the City and the Authority have determined that it would be in the best
interests of the City and the Authority to provide for the issuance of the Bonds pursuant to an
Indenture (the "Indenture"), by and among the Authority, the City and Union Bank of California,
N.A., as trustee (the "Trustee");
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WHEREAS, the Bonds will be payable from the base rental payments (the "Base Rental
Payments") to be made by the City under the Lease Agreement, and all rights to receive the Base
Rental Payments will be assigned without recourse by the Authority to the Trustee pursuant to an
Assignment Agreement (the "Assignment Agreement");
WHEREAS, the City and the Authority desire to provide for the public sale of the
Bonds;
WHEREAS, a form of the Notice of Intention to Sell Bonds (the "Notice of Intention to
Sell") to be published in connection with the public offering and sale of the Bonds has been
prepared;
WHEREAS, a form of the Official Notice Inviting Bids (the "Notice Inviting Bids") to
be published in connection with the public offering and sale of the Bonds has been prepared;
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement") to be distributed in connection with the public offering of the Bonds has 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") have
been presented with the form of each document referred to herein relating to the transactions
contemplated hereby, and said members have examined and approved each document and desire
to authorize and direct the execution of such documents and the consummation of such
transactions; 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 transactions 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 transactions 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 members of
the Authority so find.
Section 2. The form of the Ground Lease, 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 Ground Lease in
substantially said form, with such changes, insertions and omissions therein as the Authorized
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Officer executing 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, 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 Lease Agreement 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 $42,000,000, the term of the Lease
Agreement shall terminate no later than July 1,2033 (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 5.25% per annum.
Section 4. The form of Indenture, on file with the Secretary, 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 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 Bonds shall not exceed
$42,000,000, the final maturity date of the Bonds shall be no later than July 1, 2033 and the true
interest cost applicable to the Bonds shall not exceed 5.25% per annum and, provided, further,
that such changes, insertions and omissions shall be consistent with the terms of the Bonds
established by offering the Bonds at public sale pursuant to the Notice Inviting Bids.
Section S. The issuance of not to exceed $42,000,000 aggregate principal amount of the
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 approved.
Section 6. The form of Assignment Agreement, 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
Assignment Agreement 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 7. 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 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 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
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requirement or approval to be conclusively evidenced by such publishing of the Notice of
Intention to Sell.
Section 8. 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 Bonds is hereby authorized and approved. The terms and conditions of
the offering and sale of the Bonds shall be as specified in the Notice Inviting Bids. Sealed bids
for the purchase of the 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 Bonds, or to
reject all bids therefor, in accordance with the terms of the Notice Inviting Bids.
Section 9. 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 Bonds is hereby authorized and approved. The
Authorized Officers are each hereby authorized to certify on behalf of the 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 Bonds a reasonable number of copies of the
Preliminary Official Statement.
Section 10. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the 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 of the Authority.
Section 11. The Authorized Officers are each hereby authorized and directed to apply
for municipal bond insurance for the Bonds and to obtain such insurance if the purchase of such
insurance is deemed to be in the best interests 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 a contract for such insurance if such contract is deemed by the Authorized
Officer executing the same to be in the best interests of the Authority, such determination to be
conclusively evidenced by such Authorized Officer's execution and delivery of such contract.
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Section 12. 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 13. All actions heretofore taken by the officers and agents of the Authority with
respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 14. 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:
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Adopted and approved this 14th of September, 2004.
I hereby certify that the foregoing Resolution NO.4 (PFAS) was duly adopted at
a joint meeting of the Public Financing Authority and the City Council held on the 14th
of September, 2004, by the following vote:
Ayes: Authority Members:
Chair Bloom, Chair Pro Tem McKeown,
Feinstein, Genser, Holbrook, O'Connor
Noes: Authority Members:
None
Abstain: Authority Members:
None
Absent: Authority Members:
Katz
ATTEST:
~ ..:...
Maria Stewart, Authori
cu.::1-
Secretary
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