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);
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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;
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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.
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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
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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.
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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
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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: