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);
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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;
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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)
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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
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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
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Adopted and approved this 24th of November, 2009.
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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