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SR-410-006 (3)November 12, 1999 VIA TELECOPY (310-576-1539) Ms. Barbara Stinchfield Director of Community and Cultural Services 1685 Main Street Santa Monica, California 90407 Re: Approval for California Statewide Communities Development Authority-American Youth Hostels, Inc. and the Los Angeles Council of American Youth Hostels, Inc. Project Dear Ms. Stinchfield: We have enclosed a form of the Notice of Public Hearing and the resolution of the City Council of the City of Santa Monica, California (the "Local Government Participant") with respect to a financing to be accomplished through the California Statewide Communities Development Authority (the "CSCDA"). In addition, set forth below is a brief summary of the basis for the power of the CSCDA to accomplish the financing, as well as the action required to be undertaken by the Local Government Participant, as a program participant of the CSCDA, in order for the financing to proceed. The CSCDA structures its financings so that neither the CSCDA nor the Local Government Participant will be subject to pecuniary liability. Pursuant to the Joint Powers Act, comprising of Article 1, Article 2 and Article 3 of Chapter 5 of Division 7 of Title 1(commencing with Section 6500) of the Government Code of the State of California, a number of California cities and counties, including the Local Government Participant ("Program Participants"), have entered into a joint exercise of powers agreement (the "Joint Powers Agreement") under which the CSCDA was organized. The CSCDA is authorized by the Joint Powers Agreement to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other financing agreements, in order to promote economic development. The CSCDA is also authorized, by a resolution adopted March 21, 1991, to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other agreements to finance or refinance facilities owned and operated by organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 and which are determined by the CSCDA to satisfy the criteria set forth in the resolution. In 1991, the California Superior Court entered a judgment validating the resolution (and therefore the CSCDA's authority to act as an issuer in Section 501(c)(3) financings). Pursuant to the Joint Powers Agreement, the CSCDA will not approve a financing unless the governing body of the Program Participant in whose jurisdiction the project is located or is to be located approves the project and the financing of the project. Furthermore, Section 147(f) of the Internal Revenue Code of 1986 requires that the proposed financing be approved by a governmental unit having jurisdiction over the area in which the project to be financed is located or is to be located. A financing will be treated as -1- having been approved by a governmental unit if it is approved "by the applicable elected representative of such governmental unit after a public hearing following reasonable public notice." This does not affect the credit of the Local Government Participant and the Local Government Participant is under no obligation to pay for the debt service for the project. The foregoing will be satisfied if the City Council of the Local Government Participant holds a public hearing on December 7, 1999, or a date specified by the City (after at least 14 days prior published notice) and approves the project and the financing. Again, although the Local Government Participant would be approving the financing for the purposes of federal tax law and the Joint Powers Agreement, the Local Government Participant would not have pecuniary liability with respect to the financing. We can arrange for the Notice of Public Hearing to be published in a/oca/ newspaper of the City or if you arrange for the publication, p/ease forward an affidavit of publication of the notice to us. In addition, after the reso/ution has been adopted by the City Council, we will need a signed copy of the reso/ution for the c/osing transcript. After the resolution has been adopted, please forward a signed copy to us. Thank you for your help. Please call if you have any questions or need anything further. Very truly yours, JWW/jkj Enclosure James W. Winn -2- -3-