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;
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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.
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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.
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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
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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
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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
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