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R-2 RESOLUTION NO. 2 (PFA) 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 1999 (PUBLIC SAFETY FACILITY PROJECT), AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $15,000,000, 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”) desires to finance 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 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 the funds necessary to finance the Project through the issuance by the Authority of its Santa Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (Public Safety Facility 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 BNY Western Trust Company, as trustee (the “Trustee”); 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; DOCSLA1:316594.2 40233-5-GH1 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 Bonds has been prepared; 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 of the 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 form 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 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 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 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 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 $15,000,000, the term of the Lease Agreement shall terminate 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 6.0% per annum. DOCSLA1:316594.2 -2- 40233-5-GH1 Section 4. The form of 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 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 $15,000,000, the final maturity date of the Bonds shall be no later than July 1, 2021 and the true interest cost applicable to the Bonds shall not exceed 6.0% 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 5. The issuance of not to exceed $15,000,000 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 authorized and 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 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. DOCSLA1:316594.2 -3- 40233-5-GH1 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 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 12. 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 13. 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: Marsha Jones Moutrie, Authority Counsel Adopted and approved this 14th day of September 1999. Chairperson DOCSLA1:316594.2 -4- 40233-5-GH1 I hereby certify that the foregoing Resolution No. __________ was duly adopted by the Board of Directors of the Santa Monica Public Financing Authority at a meeting thereof held on September 14, 1999 by the following vote: Ayes: Boardmembers: Noes: Boardmembers: Abstain: Boardmembers: Absent: Boardmembers: ATTEST: Secretary DOCSLA1:316594.2 40233-5-GH1 Adopted and approved this 14th of September, 1999. S/ Pam OConnor, Chair = I hereby certify that the foregoing Resolution No. 2 (PFAS) was duly adopted at a joint meeting of the Public Financing Authority and the City Council held on the 14th of September, 1999, by the following vote: Ayes: Authority Members: Feinstein, McKeown, Rosenstein, Holbrook, Bloom, Chair Pro Tem Genser, Chair OConnor = Noes: Authority Members: None Abstain: Authority Members: None Absent: Authority Members: None ATTEST: S/ Maria M. Stewart, Authority Secretary DOCSLA1:316594.2 40233-5-GH1