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RESOLUTION NO. 2017-94
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY AUTHORIZING THE AMENDMENT OF DOCUMENTS RELATING
TO THE LEASE REVENUE REFUNDING BONDS (CITY HALL PROJECT) SERIES
1996, APPROVING THE EXECUTION AND DELIVERY OF CERTAIN
DOCUMENTS IN CONNECTION THEREWITH AND CERTAIN OTHER MATTERS
WHEREAS, the San Bernardino Joint Powers Financing Authority (the "Authority"), a
joint exercise of powers authority duly organized and existing under and pursuant to the
Constitution and laws of the State of California, has previously issued the Lease Revenue
Refunding Bonds (City Hall Project) Series 1996 (the "Bonds") to refinance the acquisition of
certain facilities; and
WHEREAS, the Bonds were issued pursuant to a Trust Indenture, dated as of
December 1, 1996 (the "Trust Indenture"), by and between the Authority and U.S. Bank
National Association, as trustee; and
WHEREAS, the Bonds were secured by payments made by the City under a City Hall
Lease Agreement, dated as of December 1, 1996 (the "City Hall Lease Agreement"), by and
between the Authority, as lessor of certain assets described in the City Hall Lease Agreement,
and the City of San Bernardino (the "City"), a municipal corporation and charter city duly
organized and existing under and pursuant to the Constitution and laws of the State of
California, as lessee; and
WHEREAS, the Authority has determined that it is in the best interest of the Authority
to amend the Trust Indenture and the City Hall Lease Agreement in order to enable the
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Authority to permit the substitution of a reserve surety in lieu of cash to fund the Reserve Fund
established under the Trust Indenture; and
WHEREAS, the Authority has determined that it is in the best interest of the Authority
to enter a Financial Guaranty Agreement (the "Guaranty Agreement") and a Commitment to
Issue a Debt Service Reserve Surety Bond (the "Commitment") with National Public Finance
Guarantee Corporation in order to cause the deposit of a reserve surety into the Reserve Fund
to satisfy the reserve requirement with respect to the Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY, AS FOLLOWS:
Section 1. Amendment No. 1 to Trust Indenture, in substantially the form attached
hereto as Exhibit "A", is hereby approved. The Chairperson, the Vice Chairperson, the
Executive Director, the Secretary, counsel to the Authority or the designee thereof (the
"Authorized Officers") are hereby authorized and directed to execute and deliver Amendment
No. 1 to Trust Indenture with such changes, insertions and omissions as may be recommended
by counsel to the Authority or by Stradling Yocca Carlson & Rauth, a Professional Corporation
("Special Counsel") and approved by the officer executing the same, said execution being
conclusive evidence of such approval.
Section 2. Amendment No. 1 to City Hall Lease Agreement, in substantially the form
attached hereto as Exhibit "B", is hereby approved. The Authorized Officers are hereby
authorized and directed to execute and deliver Amendment No. 1 to City Hall Lease Agreement
with such changes, insertions and omissions as may be recommended by counsel to the
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Authority or by Special Counsel and approved by the officer executing the same, said
execution being conclusive evidence of such approval.
Section 3. The Guaranty Agreement, in substantially the form attached hereto as
Exhibit "C", is hereby approved. The Authorized Officers are hereby authorized and directed
to execute and deliver the Guaranty Agreement with such changes, insertions and omissions as
may be recommended by counsel to the Authority or by Special Counsel and approved by the
officer executing the same, said execution being conclusive evidence of such approval.
Section 4. The Commitment, in substantially the form attached hereto as Exhibit "D",
is hereby approved. The Authorized Officers are hereby authorized and directed to execute and
deliver the Commitment with such changes, insertions and omissions as may be recommended
by counsel to the Authority or by Special Counsel and approved by the officer executing the
same, said execution being conclusive evidence of such approval.
Section 5. The Authorized Officers and any other proper officer of the Authority, acting
singly, be and each of them hereby is authorized and directed to execute and deliver any and all
documents and instruments and to do and cause to be done any and all acts and things
necessary or proper for carrying out the transactions contemplated by Amendment No. 1 to
Trust Indenture, Amendment No. 1 to City Hall Lease Agreement, the Guaranty Agreement,
the Commitment and this Resolution. All prior actions of the Authorized Officers and other
officers or staff of the Authority with respect to this matter are hereby ratified and approved.
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Section 6. Unless otherwise defined herein, all terms used herein and not otherwise
defined shall have the meanings given such terms in the Trust Indenture unless the context
otherwise clearly requires.
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Section 7. This Resolution shall take effect immediately upon its adoption.
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY AUTHORIZING THE AMENDMENT OF DOCUMENTS RELATING
TO THE LEASE REVENUE REFUNDING BONDS (CITY HALL PROJECT) SERIES
1996, APPROVING THE EXECUTION AND DELIVERY OF CERTAIN
DOCUMENTS IN CONNECTION THEREWITH AND CERTAIN OTHER MATTERS
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on
the 15'h day of May 2017, by the following vote, to wit:
Council Members: AYES
MARQUEZ X
BARRIOS X
VALDIVIA X
SHORETT
X(m)
NICKEL
X(S)
RICHARD
X
MULVIHILL
X
NAYS ABSTAIN ABSENT
Geor eann Hanna, CMC, City Clerk
The foregoing Resolution is hereby approved this 15'h day of May 2017.
v. ( : � L) a tx
R. Carey Davis' Mayor
City of San Bernardino
Approved as to form:
Gary D. Saenz, City Attorney
By:
(�D
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