RESOLUTION NO. _..
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PASADENA
PUBLIC FINANCING AUTHORITY APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A SIXTH
AMENDMENT TO REIMBURSEMENT AGREEMENT; AND AUTHORIZING
THE EXECUTION AND DELIVERY OF OTHER RELATED DOCUMENTS
AND APPROVAL OF OTHER DOCUMENTS AND ACTIONS IN
CONNECTION THEREWITH
WHEREAS, pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), the City of Pasadena (the "City") previously entered into a joint exercise of powers agreement with the Pasadena Community Development Commission creating the Pasadena Public Financing Authority (the "Authority"); and
WHEREAS, the City previously issued its Variable Rate Demand Refunding Certificates of Participation, Series 2008A (the "Certificates"), pursuant to a certain Amended and Restated Trust Agreement, dated as of January 1, 2003, as supplemented and amended, including as supplemented and amended by a Third Supplemental Trust Agreement, dated as of April 1, 2008, each by and between the City, the Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee, for the purpose of, among other things, providing funds to refund the City's Variable Rate Demand Certificates of Participation, Series 2006A; and WHEREAS, Bank of America, N.A. (the "Bank"), as Credit Provider under the Trust Agreement, issued its Irrevocable Direct-Pay Letter of Credit, dated April 18, 2008 (the "Initial Credit Facility") to provide credit support for the Certificates; and WHEREAS, subsequently, on various occasions, the City requested the Bank extend the Stated Expiration Date of the Initial Credit Facility, and the Bank agreed, most recently extending the Stated Expiration Date to March 31, 2023; and
WHEREAS, the City has now requested the Bank to again extend the Stated Expiration Date of the Initial Credit Facility, and the Bank has agreed, subject to certain conditions, to extend the Stated Expiration Date; and
WHEREAS, in connection with the extension of the Stated Expiration Date of the Initial Credit Facility, the City, the Authority and the Bank will enter into a Sixth Amendment to Reimbursement Agreement (the "Reimbursement Agreement Amendment"), a form of which Reimbursement Agreement Amendment has been presented at this meeting and is on file with the Secretary; and
WHEREAS, all acts, conditions and things required by the Constitution and 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 91634533.2
law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED, ORDERED AND FOUND, by the Board of Directors (the "Board") of the Pasadena Public Financing Authority that:
Section 1. Declaration of Board. The Board hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the Authority, and that the statements, findings and determinations of the Authority set forth in the preambles above and in the documents approved herein are true and correct.
Section 2. Reimbursement Agreement Amendment. The form of Reimbursement \greement Amendment presented to this meeting and on file with the Secretary is hereb pproved. The Executive Director of the Authority or the Treasurer of the Authority or the dul authorized designee of either of such officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver said Reimbursement Agreement Amendment in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 3. Other Actions. The Executive Director, the Treasurer, the Secretary and the other officers of the Authority are hereby authorized and directed jointly and severally to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the transactions contemplated and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution and the Reimbursement Agreement Amendment, including, without limitation, any amendments, restatements and other modification thereof. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved.
Section 4. Effective Date. This Resolution shall take effect from and after its date of passage and adoption.
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ADOPTED at a regular meeting of the Board of Directors of the Pasadena Public Financing Authority this 23rd day of January, 2023, by the following vote:
AYES:
NOES:
ABSENT:
ATTEST:
Mark Jomsky
Secretary
APPROVED AS TO FORM:
-Michele Beal Bagneris™
City Attorney
APPROVED AS TO FORM:
NORTON ROSE FULBRIGHT US LLP,
Bond Counsel
CiD.
Eric Tashman
Partner
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