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R-9735 RESOLUTION NO. 9735 (CCS) (CITY COUNCIL SERIES) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A FIRST AMENDMENT TO LEASE AGREEMENT, A FIRST SUPPLEMENTAL INDENTURE AND A CONTINUING DISCLOSURE CERTIFICATE IN CONNECTION WITH THE ISSUANCE OF SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2002A (pUBLIC SAFETY FACILITY PROJECT), APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $18,000,000, APPROVING A NOTICE OF INTENTION TO SELL AND AN OFFICIAL NOTICE INVITING BIDS FOR SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the City of Santa Monica (the "City") previously financed a portion of the costs of the acquisition, construction and installation of certain capital improvements constituting a public safety facility and related improvements, facilities and equipment (the "Project"); WHEREAS, in order to accomplish such financing, the City leased certain real property on which the Project is being constructed (the "Site") to the Santa Monica Public Financing Authority (the "Authority") pursuant to a Ground Lease, dated as of September 1, 1999, and subleased the Site and the Project back from the Authority pursuant to a Lease Agreement, dated as of September 1, 1999 (the "Original Lease Agreement"); WHEREAS, the City and the Authority determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the acquisition, construction and installation of the Project through the issuance by the Authority of Santa Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (Public Safety Facility Project) (the "Series 1999 Bonds") payable from the base rental payments (the "Base Rental Payments") to be made by the City under the Original Lease Agreement; WHEREAS, all rights to receive such Base Rental Payments were assigned without recourse by the Authority to BNY Western Trust Company, as trustee (the "Trustee") pursuant to an Assignment Agreement, dated as of September 1, 1999 (the "Original Assignment Agreement"); WHEREAS, in consideration of such assignment and the execution of the Indenture, dated as of September 1, 1999 (the "Original Indenture"), by and among the Trustee, the Authority and the City, the Authority issued the Series 1999 Bonds (capitalized undefined terms used in these recitals shall have the meanings ascribed thereto in the Original Indenture); DOCSLA 1 :401351.4 WHEREAS, the Original Indenture provides that, subject to the conditions set forth therein, in addition to the Series 1999 Bonds, the City, the Authority and the Trustee may by execution of a supplemental Indenture, without the consent of the Owners, provide for the issuance of Additional Bonds, payable from additional B~e Rental Payments; WHEREAS, the Original Lease Agreement provides that, the Original Lease Agreement and the rights and obligations of the Authority and the City thereunder may be amended or supplemented at any time by an amendment thereof or supplement thereto which shall become binding upon execution by the Authority and the City, without the written consents of any Owners, in order to provide for the issu~ce of Additional Bonds in accordance with the provisions of the Indenture; WHEREAS, the City desires to finance an additional portion of the costs of the acquisition, construction and installation of the Project; WHEREAS, in order to accomplish such financing, the Authority and the City desire to enter into a First Amendment to Lease Agreement (the "First Lease Amendment") in order to amend the Original Lease Agreement so as to increase the amount of Base Rental Payments payable thereunder and to make certain other modifications in order to provide for the issuance of Additional Bonds in accordance with the provisions of the Original Indenture (the Original Lease Agreement as so amended is referred to as the "Lease Agreement"); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the additional portion of the acquisition, construction and installation of the Project through the offering and sale of Additional Bonds, designated "Santa Monica Public Financing Authority Lease Revenue Bonds, Series 2002A (Public Safety Facility Project)" (the "Series 2002A Bonds"), payable from the additional Base Rental Payments; WHEREAS, the Authority and the Trustee desire to enter into a First Amendment to Assignment Agreement in order to amend the Original Assignment Agreement so as to expressly provide that all rights to receive the Base Rental Payments, including the increased amounts thereof provided for in the First Lease Amendment, have been assigned without recourse by the Authority to the Trustee; WHEREAS, the Authority and the City desire that the Trustee, the Authority and the City enter into a First Supplemental Indenture (the "First Supplemental Indenture") in order to provide for the execution and delivery of the Series 2002A Bonds; WHEREAS, the Series 2002A Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act"); WHEREAS, the City and the Authority desire to provide for the public sale of the Series 2002A Bonds; OOCSLAl :40135 \.4 -2- WHEREAS, a form of the Notice of Intention to Sell (the "Notice of Intention to Sell") to be published in connection with the public offering of the Series 2002A Bonds has been prepared; WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement") and a form of the Official Notice Inviting Bids (the ''Notice Inviting Bids") to be distributed in connection with the public offering of the Series 2002A Bonds have been prepared; WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Series 2002A Bonds, the underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Series 2002A Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"); WHEREAS, the City is a member ofthe Authority and the Project is to be located within the boundaries of the City; WHEREAS, on this date, the City held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 1685 Main Street, Santa Monica, California; WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Los Angeles Times, a newspaper of general circulation in the City; WHEREAS, the City Council of the City (the "City Council") has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the laws of the State of California and the City Charter of the City to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA MONICA, as follows: Section 1. All of the recitals herein contained are true and correct and the City Council so finds. DOCSLA 1 :401351.4 -3- Section 2. The City Council, on behalf of the City, hereby finds that the use of the Act to assist the City in financing the Project will result in significant public benefits to the citizens of the City because it is expected that such use will provide demonstrable savings in effective interest rate costs. Section 3. The form of the First Lease Amendment, on file with the City Clerk, is hereby approved, and the Mayor of the City, or such other member of the City Council as the Mayor may designate, the City Manager of the City and the Director of Finance of the City (the "Authorized Officers"), are each hereby authorized and directed, for. and in the name and on behalf of the City, to execute and deliver the First Lease Amendment in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the Base Rental Payments shall not exceed $18,000,000, the term of the Lease Agreement shall terminate no later than July 1, 2021 (provided that such term may be extended as provided therein) and the true interest cost applicable to the 'interest components of the Base Rental Payments shall not exceed 5.5% per annum. Section 4. The form of First Supplemental Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the First Supplemental Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Series i002A Bonds shall not exceed $18,000,000, the final maturity date of the Series 2002A Bonds shall be no later than July 1,2021 and the true interest cost applicable to the Series 2002A Bonds shall not exceed 5.5% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2002A Bonds established by offering the Series 2002A Bonds at public sale pursuant to the Notice Inviting Bids. Section 5. The issuance of not to exceed $18,000,000 aggregate principal amount of the Series 2002A Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the First Supplemental Indenture as finally executed, is hereby approved. Section 6. The form of Notice of Intention to Sell, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Notice of Intention to Sell in connection with the offering and sale of the Series 2002A Bonds is hereby authorized and approved. Section 7. The form of Notice Inviting Bids, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Notice Inviting Bids in connection with the offering and sale of the Series 2002A Bonds is hereby authorized and approved. Section 8. The form of Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the DOCSLAI :401351.4 -4- offering and sale of the Series 2002A Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule l5c2-12 (except for the omission of certain final pricing, rating and related infoffijation as permitted by Rule 15c2-12). The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the Series 2002A Bonds a reasonable number of copies of the Preliminary Official Statement. Section 9. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Series 2002A Bonds, is hereby authorized and approved. The Official Statement shall be in. substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City. Section 10. The form of Continuing Disclosure Certificate, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced to the execution and delivery thereof. Section 11. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent ofthis Resolution. Section 12. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. DOCSLA 1 :40 1351.4 -5- Section 13. 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 Mae.1;a Jonesj outrie, CitY Attorney Adopted and approved this 18th day of December 2001. Mayor DOCSLAl:401351.4 -6- I I hereby certify that the foregoing Resolution No. (CCS) was duly adopted by the City Council of the City of Santa Monica at a meeting thereof held on December 18,2001 by the following Council vote: Ayes: Councilmembers: Noes: Councilmembers: Abstain: Councilmembers: Absent: Councilmembers: ATTEST: City Clerk DOCSLA1 :401351.4 Adopted. .... approved this 1'" Of December, 2001. I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Resolution No. 9735 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 18th of December, 2001 by the following vote: Ayes: Council members: Holbrook, O'Connor, Bloom, Genser, Katz, Mayor Pro Tem McKeown, Mayor Feinstein Noes: Council members: None Abstain: Council members: None Absent: Council members: None ATTEST: