R-219
RESOLUTION NO. 219(PAS)
RESOLUTION OF THE MEMBERS OF THE PARKING
AUTHORITY OF THE CITY OF SANTA MONICA
PROVIDING FOR THE ISSUANCE OF ITS LEASE
REVENUE BONDS, SERIES 1992 (CITY OF SANTA
MONICA REFUNDING PROJECT OF 1992), IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$16,000,000, THE EXECUTION AND DELIVERY OF A
LEASE AGREEMENT, A TRUST AGREEMENT AND A
PURCHASE CONTRACT, THE AUTHORIZATION TO
PREPARE AN OFFICIAL STATEMENT, AND OTHER
MATTERS RELATED THERETO
wU&REAS, the Parking Authority of the City of Santa
Monica (the IIAuthority") and the city of Santa Monica (the
"city") propose to enter into a Lease Agreement (as hereinafter
defined) pursuant to which the Authority agrees to lease certain
real property and certain improvements located thereon (the
"Property") to the City in consideration for which the city will
make payments of base rental ("Base Rental") for the use and
possession of the Property; and
WHEREAS, the City, the Authority and the Trustee will
enter into a Trust Agreement (as hereinafter defined) pursuant to
which the Authority proposes to assign and transfer to Bank of
America National Trust and Savings Association, as trustee (the
"Trustee") certain of its rights, title and interest in and to
the Lease Agreement, including its right to receive payments of
Base Rental thereunder, and pursuant to which the Authority will
issue its Lease Revenue Bonds, Series 1992 (City of Santa Monica
Refunding Project of 1992) (the "Bonds"); and
WHEREAS, the Authority and the City desire to solicit
proposals from the underwriters listed on Attachment A hereto
(the "Underwriters") to purchase the Bonds from the Authority
pursuant to a Purchase Contract (as defined herein);'
NOW, THEREFORE, BE IT RESOLVED by the members of the
Parking Authority of the City of Santa Monica, as follows:
SECTION 1. The form of Lease Agreement and option to
Purchase (the "Lease Agreement"), on file with the city Clerk, is
hereby approved. The officers of the Authority are, and each of
them acting alone is, hereby authorized and directed for and in
the name of and on behalf of the Authority to execute and deliver
the Lease Agreement in substantially the form attached hereto as
Exhibit A and presented to and considered at this meeting, with
such changes therein as the officer executing the same on behalf
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of the Authority may approve, in his or her discretion, as being
in the best interests of the Authority, such approval to be
conclusively evidenced by such officer's execution and delivery
thereof.
SBCTION 2. The form of Trust Agreement (the I'Trust
Agreementn), on file with the city Clerk, is hereby approved.
The officers of the Authority are, and each of them acting alone
is, hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Trust
Agreement in substantially the form on file with the city Clerk,
and presented to and considered at this meeting with such changes
therein as the officer executing the same on behalf of the
Authority may approve, in his or her discretion, as being in the
best interests of the Authority, such approval to be conclusively
evidenced by such officer's execution and delivery thereof.
SECTION 3. The issuance of the Bonds in the aggregate
principal amount of not to exceed $16,000,000 on the terms and
conditions set forth in, and subject to the limitations specified
in the Trust Agreement, is hereby approved. The Bonds will be
dated, will bear interest at the rates, will mature on the dates,
will be issued in the form, will have such sinking fund
installments, will be subject to redemption, and will be as
otherwise provided in the Trust Agreement, as the same will be
completed as provided in this Resolution. The execution of the
Bonds in the name of and on behalf of the Authority and under its
seal, with the signature of the Chairperson or, in his or her
absence, the Chair Pro Tempore of the Authority and the
countersignature of the Secretary of the Authority, with such
signature being manually affixed, printed, lithographed, or
facsimile engraved, and such countersignature being manually
affixed, is hereby approved.
SECTION 4. The form of Purchase Contract (the
IlPurchase Contract"), by and among the underwriter to be selected
pursuant to this Section 4 (the "underwriter"), the City and the
Authority and on file with the City Clerk, is hereby approved.
The officers of the Authority are, and each of them acting alone
is, hereby authorized and directed, for and in the name of and on
the behalf of the Authority, to (i) select the Underwriter, based
on proposals submitted by the Underwriters, that will be the
Underwriter for the Bonds, and (ii) execute and deliver the
Purchase Contract, substantially in the form on file with the
city Clerk, and presented to and considered at this meeting, with
such changes therein (including but not limited to the inclusion
of the name of the Underwriter selected pursuant to the above
clause) as the officer executing the same on behalf of the
Authority may approve, in his or her sole discretion, as being in
the best interests of the Authority, such approval to be
conclusively evidenced by such officer's execution and delivery
thereof. In connection with the execution and delivery of said
Purchase Contract, the officer executing the same is further
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authorized and directed to negotiate the price and the interest
rates for the Bonds to be sold pursuant to such Purchase Contract
up to a maximum principal amount of $16,000,000, such that the
true interest component of payments to be made in connection with
such Bonds shall not exceed 8% per annum and such that the
maximum aggregate discount from the principal amount of the Bonds
shall not exceed 2% of the aggregate principal amount thereof.
SECTION s. The form of preliminary Official statement
(the "Preliminary Official statement"), on file with the City
Clerk, is hereby approved and the use of the Preliminary Official
statement in connection with the offering and sale of the Bonds
is hereby authorized and approved with such additions, deletions,
and changes as the officers of the Authority deem to be
appropriate. The Preliminary Official statement shall be
circulated for use in selling the Bonds at such time as an
officer of the Authority shall determine that the preliminary
Official statement is substantially final within the meaning of
Rule 15c2-12 promulgated under the Securities Exchange Act of
1934 as amended, said determination to be conclusively evidenced
by a certificate signed by such officer of the Authority.
SECTION 6. The preparation and delivery of a final
Official statement, and its use by the underwriter, in connection
with the offering and sale of the Bonds, is hereby authorized and
approved. The officers of the Authority are, and each of them
acting alone is, hereby authorized and directed, for and in the
name of and on behalf of the Authority to execute and deliver the
final Official statement in substantially the form of the
Preliminary Official statement on file with the City Clerk, and
presented to and considered at this meeting, with such changes
therein as the officer executing the same on behalf of the
Authority may approve, in his or her discretion, as being in the
best interests of the Authority, and any amendment or supplement
thereto, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 7. The officers of the Authority are, and each
acting alone is, hereby authorized and directed to take such
actions and execute such documents as are, in the opinion of the
City Attorney or O'Melveny & Myers, bond counsel, desirable to
defease the outstanding City of Santa Monica Certificates of
Participation (City of Santa Monica Refunding Project of 1986)
originally dated as of August 1, 1986.
SECTION 8. The officers of the Authority are, and each
of them acting alone is, hereby authorized and directed to take
such actions and to execute such documents as may be necessary to
effectuate the purposes of this Resolution. For purposes of this
resolution, the "officers of the Authority" shall include, but
not be limited to, the Chairperson, the Chair Pro Tempore, the
Executive Secretary, the Authority Attorney and the city Clerk.
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SECTION 9. All actions heretofore taken by any officer
or officers of the Authority, as may be authorized by the
Authority, with respect to the issuance of the Bonds or in
connection with or related to any of the agreements referenced
herein are hereby approved, confirmed and ratified.
SBCTION 10. The City Clerk 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:
Attorney
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Attachment A
Underwriters
Bank of America N.T. & S.A.
Bear, stearns & Co. Inc.
Dillon, Read & Co. Inc.
Goldman, Sachs & Co.
Kemper Securities Group, Inc.
Kidder, Peabody & Co., Inc.
Lehman Brothers
Merrill Lynch & Co.
paineWebber Incorporated
Prudential Securities Incorporated
stephens Inc.
Smith Barney, Harris Upham & Co., Inc.
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Adopted and approved this 13th day of October, 1992.
I hereby certify that the foregoing Resolution No. 219(PAS)
was duly adopted by the Parking Authority of the city of Santa
Monica at a meeting thereof held on October 13, 1992, by the
following Authority vote:
Ayes:
Authority Members: Abdo, Genser, Holbrook, Katz,
Olsen
Noes: Authority Members: None
Abstain: Authority Members: Vazquez
Absent: Authority Members: Zane
ATTEST:
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