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R-5 (2)ATTACHMENT G2 RESOLUTION NO. 5 (PFAS) RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A SECOND AMENDMENT TO LEASE AGREEMENT, A SECOND SUPPLEMENTAL INDENTURE, A SECOND AMENDMENT TO ASSIGNMENT AGREEMENT, AN ESCROW AGREEMENT AND A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2009 (PUBLIC SAFETY FACILITY PROJECT), AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $1Q,000,000, AUTHORIZING THE DISTRIBUTION OF 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 as amended by a First Amendment to Lease Agreement dated as of January 1, 2002 (as so amended, 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 two series of bonds, the Santa Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (Public Safety Facility Project) (the "Series 1999 Bonds") and Series 2002A (the "Series 2002A 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 The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") pursuant to an Assignment Agreement, dated as of September 1, 1999 as amended by a First Amendment to Assignment Agreement dated as of January 1, 2002 (as so amended, the "Original Assignment Agreement"); WHEREAS, in consideration of such assignment and the execution of the Indenture, dated as of September 1, 1999 as supplemented by a First Supplemental Indenture dated as of January 1, 2002 (as so supplemented, the."Original Indenture"), by and among the Trustee, the Authority and the City, the Authority issued the Series 1999 Bonds and the Series 2002A Bonds (capitalized undefined terms used in these recitals shall have the meanings ascribed thereto in the Original Indenture); -1- WHEREAS, the Original Indenture provides that, subject to the conditions set forth therein, in addition to the Series 1999 Bonds and the Series 2002A Bonds, the City, the Authority and the Trustee may by 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 refinance all or a portion of the Project originally financed with the proceeds of the Series 1999 Bonds; WHEREAS, in order to accomplish such refinancing, the AuthoriTy and the City desire to enter into a Second Amendment to Lease Agreement (the "Second Lease Amendment") in order to amend the Original Lease Agreement so as to modify 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 refinance all or a portion of the Project originally financed with the proceeds of the Series 1999 Bonds through the offering and sale of Additional Bonds, designated "Santa Monica Public Financing Authority Lease Revenue Refunding Bonds, Series 2009 (Public SafeTy FaciliTy Project)" (the "Series 2009 Bonds"), payable from the additional Base Rental Payments; WHEREAS, the Authority and the Trustee desire to enter into a Second Amendment to Assignment Agreement in order to amend the Original Assignment Agreement so as to expressly provide that all rights to receive the Base Rental Payments, including the amounts thereof provided for in the Second Lease Amendment 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 Second Supplemental Indenture (the "Second Supplemental Indenture") in order to provide for the execution and delivery of the Series 2009 Bonds; WHEREAS, the Series 2009 Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act") (including Section 6595.3 of the Act which authorizes the issuance of bonds by the Authority for the purpose of refunding any AuthoriTy Bonds); WHEREAS, the City and the Authority have determined that debt service savings can be achieved by the refunding and defeasance of the Series 1999 Bonds; WHEREAS, the City and the AuthoriTy desire to provide for the negotiated sale of the Series 2009 Bonds; -2- WHEREAS, the City and the Authority have selected Stone & Youngberg LLC to act as underwriter (the "Underwriter") to purchase the Series 2009 Bonds from the Authority pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement"); WHEREAS, a form of Escrow Agreement (the "Escrow Agreement") between the Authority and the Trustee, as escrow agent, providing for the defeasance of the Series 1999 Bonds to be refunded has been prepared; WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement") 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 City has previously held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 1685 Main Street, Santa Monica, California on September 14, 1999; WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Los Angeles Times, a newspaper of general circulation in 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 fmancing 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 Second 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 Second 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 term of the Lease Agreement shall terminate no later than July 1, 2021 (provided that such term may be extended as provided therein) -3- and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 4.25%per annum. Section 3. The form of Second 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 Second 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 2009 Bonds shall not exceed $10,000,000, the final maturity date of the Series 2009 Bonds shall be no later than July 1, 2021 and the true interest cost applicable to the Series 2009 Bonds shall not exceed 4.25% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2009 Bonds established by offering the Series 2009 Bonds at negotiated sale pursuant to the Bond Purchase Agreement. Section 4. The issuance of not to exceed $10,000,000 aggregate principal amount of the Series 2009 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. (a) The form of the Second Amendment to 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 Second Amendment to 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. (b) The form of Escrow 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 Escrow 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 6. The Bond Purchase Agreement on file with the Secretary of the Authority is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount or bond insurance or reserve surety premium paid by the Underwriter) from the principal amount of the Series 2009 Bonds in excess of five tenths of one percent (.5%) of the aggregate principal amount of the Series 2009 Bonds. Section 7. The form of Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as maybe 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 2009 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official -4- 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 2009 Bonds a reasonable number of copies of the Preliminary Official Statement. Section 8. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Series 2009 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 9. Anything to the contrary in this resolution notwithstanding in the event the City Director of Finance determines that market conditions dictate that the Series 1999 Bonds should be refinanced in part only, the Series 2009 Bonds shall be issued only in such amount as necessary to accomplish the refunding in part only and al] instruments approved hereby shall be modified as needed to reflect such lesser refinancing. 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 the 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: MARS A JO OUTRIE Autho ~ ou el -5- Adopted and approved this 24th of November, 2009. 1 (~~ Pam O'Connor, Vice Chair I hereby certify that the foregoing Resolution No. 5 (PEAS) was duly adopted at a joint meeting of the Public Financing Authority and the City Council held on the 24th of November, 2009, by the following vote: Ayes: Authority Members: Bloom, Davis, Holbrook, McKeown Vice Chair O'Connor Noes: Authority Members: None Abstain: Authority Members: None Absent: Authority Members: Shriver Chair Genser ATTEST: Maria Stewart, Autho ity Secretary