R-236
RESOLUTION NO.
216
(PAS)
(PARKING AUTHORITY SERIES)
RESOLUTION OF THE MEMBERS OF THE PARKING AUTHORITY
OF THE CITY OF SANTA MONICA AUTHORIZING THE EXECUTION
AND DELIVERY BY THE AUTHORITY OF A LEASE AGREEMENT,
AN INDENTURE, AN ASSIGNMENT AGREEMENT AND AN ESCROW
AGREEMENT IN CONNECTION WlTH THE ISSUANCE OF :r ARKiNG
AUTHORITY OF THE CITY OF SANTA MONICA LEASE REVENUE
REFUNDING BONDS, SERIES 2002, AUTHORIZING THE ISSUANCE
OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT
TO EXCEED $13,000,000, AUTHORIZING THE PUBLISHING OF A
NOTICE OF INTENTION TO SELL AND A NOTICE OF INVITATION TO
BID, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE
INVITING BIDS AND 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 Parking Authority of the City of Santa Monica (the "Authority") is the
owner of certain property (the "Property") which it presently leases to the City of Santa Monica
(the "City") pursuant to the Lease and Option to Purchase, dated as of December 1, 1992 (the
"Existing Lease"), by and between the Authority and the City;
WHEREAS, the City and the Authority desire to amend and restate the Existing Lease in
order to enable the City to lease the Property from the Authority, and the Authority to lease the
Property to the City, on the terms stated in a Lease.Agreement (the "Lease Agreement"), by and
between the City and the Authority;
WHEREAS, in order to refinance certain capital improvements and finance certain
additional capital improvements, the Authority issued its Parking Authority of the City of Santa
Monica Lease Revenue Bonds, Seties 1992 (City of Santa Monica Refunding Project of 1992)
(the "Prior Bonds");
WHEREAS, in order to achieve certain savings, the City and the Authority desire to
refund the Prior Bonds;
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 refund the Prior Bonds
through the issuance by the Authority of its Parking Authority of the City of Santa Monica Lease
Revenue Refunding Bonds, Series 2002 (the "Bonds");
WHEREAS, the Bonds will be issued pursuant to the Parking Law of 1949, commencing
with Section 32500 ofthe California Streets and Highways Code;
DOCSLA 1 :407846.3
WHEREAS, the City and the Authority have determined that it would be in the best
interests of the City and the Authority to provide for the issuance of the Bonds pursuant to an
Indenture (the "Indenture"), by and among the Authority, the City and BNY Western Trust
Company, as trustee (the "Trustee");
WHEREAS, the Bonds will be payable from the base rental payments (the "Base Rental
Payments") to be made by the City under the Lease Agreement, and all rights to receive the Base
Rental Payments will be assigned without recourse by the Authority to the Trustee pursuant to an
Assignment Agreement (the "Assignment Agreement");
WHEREAS, the funds to pay the redemption price of the Prior Bonds will be applied to
such purpose pursuant to an Escrow Agreement (the "Escrow Agreement") by and between the
Authority and BNY Western Trust Company, as escrow bank;
WHEREAS, the City and the Authority have determined that securing the timely
payment of the principal of and interest on the Bonds by obtaining a bond insurance policy with
respect thereto could be economically advantageous to the Authority and that obtaining a reserve
surety for the Bonds in lieu of providing a cash funded reserve therefor could be economically
advantageous to the Authority;
WHEREAS, the City and the Authority desire to provide for the public sale of the
Bonds;
WHEREAS, a form of the Notice of Intention to Sell Bonds (the "Notice of Intention to
Sell") to be published in connection with the public offering and sale of the Bonds has been
prepared;
WHEREAS, a form of the Official Notice Inviting Bids (the "Notice Inviting Bids") to
be published in connection with the public offering and sale of the Bonds has been prepared;
WHEREAS, a form of the Notice oflnvitation to Bid (the ''Notice oflnvitation to Bid")
to be published in connection with the public offering and sale of the Bonds has been prepared;
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement") to be distributed in connection with the public offering of the Bonds has been
prepared;
WHEREAS, the members of the Authority have been presented with the form of each
document referred to herein relating to the transactions contemplated hereby, and said members
have examined and approved each document and desire to authorize and direct the execution of
such documents and the consummation of such transactions; and
WHEREAS, all acts, conditions and things required by the 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 such 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 law, to
DOCSLA 1 :407846.3
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consummate such transactions for the purpose, III the manner and upon the terms herein
provided;
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE
PARKING AUTHORITY OF THE CITY OF SANTA MONICA, as follows:
Section 1. All of the recitals herein contained are true and correct and the members of
the Authority so find.
Section 2. The form of the Lease Agreement, on file with the Clerk of the Authority, is
hereby approved, and the Chairperson of the Authority, or such other member of the Authority as
the Chairperson may designate, the Executive Director of the Authority and the Treasurer of the
Authority (the "Authorized Officers"), are each hereby authorized and directed, for and in the
name and on behalf of the Authority, to execute and deliver the Lease Agreement 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 $13,000,000, the term of the Lease
Agreement shall terminate no later than July 1, 2016 (provided that such term may be extended
as provided therein) and the true interest cost applicable to the interest components of the Bas'e
Rental Payments shall not exceed 5.50% per annum.
Section 3. The form of Indenture, on file with the Clerk of the Authority, is hereby
approved, and the Authorized Officers are each hereby authorized and directed, for and in the
name and on behalf of the Authority, to execute and deliver the 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 Bonds shall not exceed
$13,000,000, the final maturity date of the Bonds shall be no later than July 1, 2016 and the true
interest cost applicable to the Bonds shall not exceed 5.50% per annum and, provided, further,
that such changes, insertions and omissions shall be consistent with the terms of the Bonds
established by offering the Bonds at public sale pursuant to the Notice Inviting Bids.
Section 4. The issuance of not to exceed $13,000,000 aggregate principal amount of the
Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as
specified in the Indenture as finally executed, is hereby approved; provided, however, that the
Bonds shall be issued only if the net present value savings from the refunding of the Prior Bonds
is not less than 2.00%.
Section 5. The form of Assignment Agreement, on file with the Clerk of the Authority,
is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and
in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement 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.
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Section 6. The form of Escrow Agreement, on file with the Clerk of the Authority, is
hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in
the name and on behalf of the Authority, to execute and deliver the Escrow Agreement 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.
Section 7. The form of Notice of Intention to Sell, on file with the Clerk of the
Authority, 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 Bonds is hereby authorized and approved. The
Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of
the Authority, to cause the Notice of Intention to Sell to be published once in The Bond Buyer (or
in such other financial publication generally circulated throughout the State of California or
reasonably expected to be disseminated among prospective bidders for the Bonds as an
Authorized Officer shall approve as being in the best interests of the Authority) at least 15 days
prior to the date set for the opening of bids in the Notice Inviting Bids, with such changes,
insertions and omissions therein as an Authorized Officer may require or approve, such
requirement or approval to be conclusively evidenced by such publishing of the Notice of
Intention to Sell.
Section 8. The form of Notice Inviting Bids, on file with the Clerk of the Authority, 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 Bonds is hereby authorized and approved. The terms and conditions of the offering and sale
of the Bonds shall be as specified in the Notice Inviting Bids. Sealed bids for the purchase of the
Bonds shall be received by the Authority at the time and place set forth in the Notice Inviting Bids.
The Authorized Officers are each hereby authorized and directed, for and in the name and on
behalf of the Authority, to accept the lowest bid for the Bonds, or to reject all bids therefor, in
accordance with the terms of the Notice Inviting Bids.
Section 9. The form of Notice of Invitation to Bid, on file with the Clerk of the
Authority, with such changes, insertio~s and omissions therein as may be approved by an
Authorized Officer, is hereby approved, and the use of the Notice of Invitation to Bid in
connection with the offering and sale of the Bonds is hereby authorized and approved. The
Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of
the Authority, to cause the Notice of Invitation to Bid to be published once in the Los Angeles
Times (or in such other newspaper generally circulated within the boundaries of the City as an
Authorized Officer shall approve as being in the best interests of the Authority) at least 10 days
prior to the date set for the opening of bids in the Notice Inviting Bids, with such changes,
insertions and omissions therein as an Authorized Officer may require or approve, such
requirement or approval to be conclusively evidenced by such publishing of the Notice of
Invitation to Bid.
Section 10. The form of Preliminary Official Statement, on file with the Clerk of the
Authority, 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
DOCSLAl :407846.3
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connection with the offering and sale of the Bonds is hereby authorized and approved. The
Authorized Officers are each hereby authorized to certify on behalf of the Authority that the
Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12
promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final
pricing, rating and related information as permitted by such Rule).
The Authorized Officers are each hereby authorized and directed to furnish, or cause to
be furnished, to prospective bidders for the Bonds a reasonable number of copies of the
Preliminary Official Statement.
Section 11. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the 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
Authority, to execute the final Official Statement and any amendment or supplement thereto for
and in the name and on behalf of the Authority.
Section 12. The Authorized Officers are each hereby authorized and directed to apply
for municipal bond insurance for the Bonds and to obtain such insurance if the purchase of such
insurance is deemed to be in the best interests of the Authority. The Authorized Officers are each
hereby authorized and directed, for and in the name and on behalf of the Authority, to execute
and deliver a contract for such insurance if such contract is deemed by the Authorized Officer
executing the same to be in the best interests of the Authority, such determination to be
conclusively evidenced by such Authorized Officer's execution and delivery of such contract.
The Authorized Officers are each hereby authorized and directed to apply for and obtain
a reserve surety for the Bonds. The Authorized Officers are each hereby authorized and directed,
for and in the name and on behalf of the Authority, to execute and deliver a contract for such
reserve surety if such contract is deemed by the Authorized Officer executing the same to be in
the best interests of the Authority, such determination to be conclusively evidenced by such
Authorized Officer's execution and delivery of such contract.
Section 13. The officers and agents of the Authority 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 14. All actions heretofore taken by the officers and agents of the Authority with
respect to the transactions set forth above are hereby approved, confirmed and ratified.
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Section 15. The Clerk of the Authority 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:
DOCSLAl :407846.3
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Adopted and approved this 26th of March, 2002.
I hereby certify that the foregoing Resolution No. 236 (PAS) was duly
adopted at a joint meeting of the Santa Monica City Council and the Parking
Authority held on the 26th of March, 2002, by the following vote:
Ayes: Authority Members:
Holbrook, O'Connor, Genser, Katz, Chair
Pro Tem McKeown, Chair Feinstein
Noes: Authority Members:
None
Abstain: Authority Members:
None
Absent: Authority Members:
Bloom
ATTEST:
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Maria M. Stewart, Autho~3' Secretary