R14 (PFAS)Public Financing Authority Meeting November 28, 2017 Santa Monica, California
RESOLUTION NO. 1 1 (PFAS)
(Public Financing Authority Series)
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC
FINANCING AUTHORITY AUTHORIZING THE DEFEASANCE OF THE SANTA
MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS,
SERIES 2009 (PUBLIC SAFETY FACILITY PROJECT) AND AUTHORIZING THE
EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS
WHEREAS, there are presently outstanding $3,535,000 aggregate principal
amount of Santa Monica Public Financing Authority Lease Revenue Refunding Bonds,
Series 2009 (Public Safety Facility Project) (the "Series 2009 Bonds"); and
WHEREAS, the Series 2009 Bonds were issued to refinance the Public Safety
Facility of the City of Santa Monica; and
WHEREAS, the Series 2009 Bonds were issued pursuant to the Indenture, dated
as of September 1, 1999, by and among the Santa Monica Public Financing Authority
(the "Authority"), the City of Santa Monica (the "City") and BNY Western Trust
Company, as trustee, as amended and supplemented by the First Supplemental
Indenture, dated as of January 1, 2002, by and among the Authority, the City and BNY
Western Trust Company, as trustee, and the Second Supplemental Indenture, dated as
of December 1, 2009, by and among the Authority, the City and The Bank of New York
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Mellon Trust Company, N.A., as successor trustee (the "Trustee") (as so amended and
supplemented, the "Indenture"); and
WHEREAS, the Series 2009 Bonds are payable from base rental payments (the
"Base Rental Payments") to be made by the City pursuant to the Lease Agreement,
dated as of September 1, 1999, by and between the City and the Authority, as amended
by the First Amendment to Lease Agreement, dated as of January 1, 2002, by and
between the City and the Authority, and the Second Amendment to Lease Agreement,
dated as of December 1, 2009, by and between the City and the Authority (as so
amended, the "Lease Agreement') (capitalized undefined terms used herein have the
meanings ascribed thereto in the Lease Agreement); and
WHEREAS, in order to provide for the investment of moneys in the reserve fund
for the Series 2009 Bonds, the Authority entered into a Reserve Fund Forward Delivery
Agreement ("FDA"), dated as of November 23, 1999, by and among BNY Western Trust
Company, as trustee, the Authority and Bank of America N.A. (the "Provider"), as
amended by Reserve Fund Forward Delivery Agreement Amendment No. 1, dated as of
December 16, 2009, by and among the Trustee, the Authority and the Provider (as so
amended, the "FDA Agreement'); and
WHEREAS, Section 7.02(b) of the Lease Agreement provides that the City may
prepay, from any source of available funds, all or any portion of the Base Rental
Payments by depositing with the Trustee moneys or securities as provided, and subject
to the terms and conditions set forth, in Article X of the Indenture sufficient to make such
Base Rental Payments when due; and
ON
WHEREAS, the City has determined that it would be advantageous and in the
best interests of the City to prepay all of the Base Rental Payments and to defease the
outstanding Series 2009 Bonds to maturity pursuant to the terms of the Indenture; and
WHEREAS, the funds to defease the Series 2009 Bonds will be applied to such
purpose pursuant to an Escrow Agreement to be entered into by the Authority and the
Trustee (such Escrow 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 "Escrow Agreement'); and
WHEREAS, in anticipation of the defeasance of the Series 2009 Bonds, the
Authority desires to terminate the FDA; and
WHEREAS, upon defeasance of the Series 2009 Bonds and the discharge of the
Indenture resulting therefrom, the term of the Ground Lease and the Lease Agreement
will, pursuant to the terms thereof, end simultaneously therewith; and
WHEREAS, in order to evidence the termination of the Ground Lease and the
Lease Agreement it is proposed that the City, the Authority and the Trustee enter into a
Termination Agreement (such Termination 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 "Termination Agreement'); and
WHEREAS, there have been prepared and submitted to this meeting forms of
the Escrow Agreement and the Termination Agreement; and
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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, THE BOARD OF DIRECTORS OF THE SANTA MONICA
PUBLIC FINANCING AUTHORITY DOES RESOLVE 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 form of the Escrow Agreement, 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 Escrow 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 Escrow Agreement by such Authorized Officer.
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SECTION 3. The form of the Termination 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 Termination 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 Termination Agreement by such Authorized Officer.
SECTION 4. The termination of the FDA is hereby authorized and approved.
SECTION 5. 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 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 6. All actions heretofore taken by the officers and agents of the
Authority with respect to the defeasance of the Series 2009 Bonds or the termination of
related documents, or in connection with or related to any of the agreements or
documents referred to herein, are hereby approved, confirmed and ratified.
SECTION 7. 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:
LANE
City Attorney
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Adopted and approved this 28th day of November, 20 .
Ted Winterer, Chair
I, Maria Dacany, Acting Senior Administrative Analyst of the City of Santa
Monica, do hereby certify that Resolution No. 14 (PFAS) was duly adopted at a meeting
of the Public Financing Authority held on the 28th of November, 2017, by the following
vote:
AYES: Authority members: Himmelrich, McKeown, O'Connor, O'Day, Vazquez
Chair Pro Tem Davis, Chair Winterer
NOES: Authority members: None
ABSENT: Authority members: None
ATTEST:
M is Dacanay, Actings cy Secretary