R11 (PFAS)0
City Council Meeting June 9, 2015 Santa Monica, California
RESOLUTION NUMBER / I (PFAS)
(Public Finance Authority Series)
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC
FINANCING AUTHORITY APPROVING THE SUBSTITUTION AND RELEASE OF
PROPERTY LEASED IN CONNECTION WITH THE SANTA MONICA PUBLIC
FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2011A, AND SANTA
MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS,
SERIES 2011B, AUTHORIZING THE EXECUTION AND DELIVERY BY THE
AUTHORITY OF A FIRST AMENDMENT TO GROUND LEASE, A FIRST
AMENDMENT TO LEASE AGREEMENT AND A FIRST AMENDMENT TO
ASSIGNMENT AGREEMENT IN CONNECTION THEREWITH AND AUTHORIZING
THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND
RELATED ACTIONS
WHEREAS, in order to finance a portion of the costs of the acquisition,
construction and installation of certain capital improvements constituting a public
parking garage and related improvements, facilities and equipment (the "2002 Project'),
and to refinance a portion of the costs of the acquisition, construction and installation of
certain capital improvements constituting a public safety facility and related
improvement, facilities and equipment (the "2011 Project'), the City of Santa Monica
(the "City') leased certain real property, and the improvements thereon (the "Original
Property "), to the Santa Monica Public Financing Authority (the "Authority') pursuant to
the Ground Lease, dated as of November 1, 2011 (the "Ground Lease "); and
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WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project,
the Authority leased the Original Property to the City pursuant to the Lease Agreement,
dated as of November 1, 2011 (the "Lease Agreement'); and
WHEREAS, in order to provide funds to refinance the 2002 Project and finance
the 2011 Project, the Authority issued its Santa Monica Public Financing Authority
Lease Revenue Bonds, Series 2011A, and its Santa Monica Public Financing Authority
Lease Revenue Refunding Bonds, Series 2011 B, pursuant to the Indenture, dated as of
November 1, 2011 (the "Indenture "), by and among the Authority, the City and The Bank
of New York Mellon Trust Company, N.A., as Trustee (the 'Trustee "); and
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project,
the Authority assigned without recourse certain of its rights in the Ground Lease and the
Lease Agreement, including its right to receive base rental payments from the City
pursuant to the Ground Lease, to the Trustee pursuant to the Assignment Agreement,
dated as of November 1, 2011 (the "Assignment Agreement') (capitalized undefined
terms used herein have the meanings ascribed thereto in the Lease Agreement); and
WHEREAS, Section 9.03 of the Lease Agreement provides that, subject to the
specific conditions precedent set forth therein, the City shall have the right to substitute
alternate real property for any portion of the Original Property and to release a portion of
the Original Property from the Lease Agreement; and
WHEREAS, the City has determined to substitute certain real property, and the
improvements thereon, as further described herein (the "Property "), for the Original
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Property and to release the Original Property from the Ground Lease and the Lease
Agreement; and
WHEREAS, the City and the Authority desire that the description of the real
property and the improvements thereto set forth in the Ground Lease, the Lease
Agreement and the Assignment Agreement be amended in order to provide for such
substitution and release; and
WHEREAS, Section 10.07 of the Lease Agreement provides that the Lease
Agreement and the Ground Lease and the rights and obligations of the Authority and
the City thereunder may be amended at any time by an amendment thereto which shall
become binding upon execution by the Authority and the City, without the written
consents of any Owners, but only to the extent permitted by law, in order to provide for
the substitution or release of a portion of the Original Property in accordance with the
provisions of Section 9.03 of the Lease Agreement; and
WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Ground Lease (such First Amendment to Ground
Lease, in the form presented to this meeting, with such changes, insertions and
omissions as are made pursuant to this Resolution, being referred to herein as the "First
Amendment to Ground Lease "); and
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Ground Lease; and
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WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Lease Agreement (such First Amendment to Lease
Agreement, in the form presented to this meeting, with such changes, insertions and
omissions as are made pursuant to this Resolution, being referred to herein as the "First
Amendment to Lease Agreement'); and
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Lease Agreement; and
WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Assignment Agreement (such First Amendment to
Assignment Agreement, in the form presented to this meeting, with such changes,
insertions and omissions as are made pursuant to this Resolution, being referred to
herein as the "First Amendment to Assignment Agreement'); and
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Assignment Agreement; and
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the First Amendment to Ground Lease;
(b) the First Amendment to Lease Agreement; and
(c) the First Amendment to Assignment Agreement; and
WHEREAS, the Authority desires to authorize the execution of such documents
and the performance of such acts as may be necessary or desirable to effect the
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substitution and release of the property, and improvements thereon, leased pursuant to
the Ground Lease and the Lease Agreement; 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 the transactions 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 transactions 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. The foregoing recitals are true and correct, and the Board of
Directors of the Authority (the "Board of Directors ") so finds and determines.
SECTION 2. The substitution of the Property, as the property leased pursuant to
the Ground Lease and the Lease Agreement, for the Original Property, as the property
leased pursuant to the Ground Lease and the Lease Agreement, and the release of the
Original Property from the Ground Lease and the Lease Agreement is hereby approved.
SECTION 3. The form of the First Amendment to Ground Lease. on file with the
Secretary of the Authority (the "Secretary"), is hereby approved. Each of 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 (each, an "Authorized Officer ") is hereby authorized, and any one of the
Authorized Officers is hereby directed, for and in the name of the Authority, to execute
and deliver the First Amendment to Ground Lease in the form submitted to this meeting,
with such changes, insertions and omissions as the Authorized Officer executing the
same may require or approve, such requirement or approval to be conclusively
evidenced by the execution of the First Amendment to Ground Lease by such
Authorized Officer.
SECTION 4. The form of the First Amendment to Lease Agreement, on file with
the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized,
and any one of the Authorized Officers is hereby directed, for and in the name of the
Authority, to execute and deliver the First Amendment to Lease Agreement in the form
submitted to this meeting, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or
approval to be conclusively evidenced by the execution of the First Amendment to
Lease Agreement by such Authorized Officer.
SECTION 5. The form of the First Amendment to Assignment Agreement, on file
with the Secretary, is hereby approved. Each of the Authorized Officers is hereby
authorized, and any one of the Authorized Officers is hereby directed, for and in the
name of the Authority, to execute and deliver the First Amendment to Assignment
Agreement in the form submitted to this meeting, with such changes, insertions and
omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the First
Amendment to Assignment Agreement by such Authorized Officer.
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SECTION 6. The officers and agents of the Authority are, and each of them is,
hereby authorized and directed, for and in the name of the Authority to do any and all
things and to execute and deliver any and all documents, including quitclaim deeds,
which they or any of them deem necessary or advisable in order to consummate the
transactions contemplated by this Resolution and otherwise to carry out, give effect to
and comply with the terms and intent of this Resolution.
SECTION 7. All actions heretofore taken by the officers and agents of the
Authority with respect to the substitution of the Property for the Original Property and
the release of the Original Property from the Ground Lease and the Lease Agreement,
or in connection with or related to any of the agreements or documents referred to
herein, are hereby approved, confirmed and ratified.
SECTION 8. The Secretary 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 J
Authority
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Adopted and approved this 9th of June, 2015.
a
Kevin McKeown, Chair
I hereby certify that the foregoing Resolution No. 11 (PFAS) was duly adopted at
a meeting of the Public Financing Authority held on the 9th of June, 2015, by the
following vote:
Ayes: Authority Members:
Noes: Authority Members:
Absent: Authority Members:
Davis, Himmelrich, O'Day
Mayor McKeown, Mayor Pro Tem Vazquez
None
O'Connor. Winterer
ATTEST:
:ioxl —
Sarah P. Gorman, Authority Secretary