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R-9785 RESOLUTION NO. 9.JS5-(CCS) (CITY COUNCIL SERIES) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AUTHORIZ1NG THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT, AN OFFICIAL NOTICE INVITING BIDS, A NOTICE OF SALE AND BID INVITATION, A NOTICE OF INTENTION TO SELL BONDS AND A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT TO THE ISSUANCE OF GENERAL OBLIGATION BONDS, SERIES 2002 (LIBRARY IMPROVEMENTS PROJECT) IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, pursuant to Ordinance No. 1919 (CCS), a special election was held in the City of Santa Monica (the "City") on November 3, 1998, at which election the following proposition was submitted to the qualified voters of the City: To construct, improve and remodel the Main and branch libraries and related facilities, shall the City of Santa Monica incur general obligation bonded indebtedness in the principal amount of not to exceed $25 Million? WHEREAS, more than two-thirds of the electors voting on the proposition voted for it, and the bonds described in the proposition may be issued; WHEREAS, the City Council (the "City Council") of the City has determined, and does hereby declare, that it is necessary and desirable to issue the City of Santa Monica General Obligation Bonds, Series 2002 (Library Improvements Project) (the "Bonds") in the principal amount of $25,000,000 to finance the acquisition and construction of improvements for the Santa Monica Public Library; WHEREAS, the City Council has determined that the issuance of the Bonds will not cause the total outstanding bonded indebtedness of the City to exceed the applicable statutory debt limitation; WHEREAS, pursuant to Article 1 of Chapter 4 of Division 4 of Title 4 of the California Government Code, the City is authorized to sell the Bonds at public sale; WHEREAS, the City desires to solicit from underwriters proposals to purchase the Bonds pursuant to an Official Notice Inviting Bids (the "Notice Inviting Bids"), a Notice of Sale and Bid Invitation (the "Notice of Sale") and a Notice of Intention to Sell Bonds (the ''Notice of -1- 10861 \0004\696612.4 Intention to Sell Bonds"), each to be used in connection with the solicitation of bids for the Bonds; WHEREAS, the City Council proposes to enter into a Fiscal Agent Agreement with BNY Western Trust Company., as fiscal agent (the "Fiscal Agent") for the City with respect to the Bonds; 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 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 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 Agreement (the "Continuing Disclosure Agreement"); WHEREAS, the forms of the Notice Inviting Bids, the Notice of Sale, the Notice of Intention to Sell Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the preliminary official statement describing the Bonds (the "Preliminary Official Statement") have been submitted to the City Council and are on file with the City Clerk, and the City Council has examined and approved each document and desires to authorize the completion, where appropriate, and the execution of such documents and the consummation of such financing; 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 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 on 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 above recitals are true and correct and the City Council so finds. Section 2. The City Council hereby authorizes the sale of the Bonds and the designation of the Bonds as the "City of Santa Monica General Obligation Bonds, Series 2002 (Library Improvements Project); provided, that (i) the aggregate principal amount of the Bonds shall not exceed $25,000,000, and (ii) the true interest cost of the Bonds shall not exceed 5.5%. Proceeds from the sale of the Bonds are hereby authorized to be applied to pay costs of acquiring and constructing improvements to the Santa Monica Public Library, and to pay authorized costs of issuance of the Bonds, including, without limitation, the costs of any insurance or other credit enhancement with respect to the Bonds. The Bonds shall be dated as of August 1, 2002, or such other date as the Director of Finance of the City (the "Director of Finance") shall determine, and as shall be provided in the Fiscal Agent Agreement. The maximum acceptable interest rate on the Bonds shall be as permitted by law, payable as described in the Fiscal Agent Agreement. The Bonds shall mature -2- 10861 \0004\696612.4 amounts to be determined by the Director of Finance. The Bonds shall be of the denomination of $5,000 each or any integral multiple thereof (provided that no Bonds shall have principal maturing on more than one principal maturity date). Section 3. The Fiscal Agent Agreement, in substantially the form on file with the City Clerk, is hereby approved and authorized 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, or such other officer of the City as the Mayor may designate (the "Authorized Officers") are each hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in substantially said form, completed with such terms as shall be agreed to by, and with such other changes 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 4. The Notice Inviting Bids, in substantially the form on file with the City Clerk, is hereby approved and authorized and the Authorized Officers are each hereby authorized, for and in the name of the City, to use the Notice Inviting Bids, with such changes, insertions and omissions as such Authorized Officer may require or approve, to solicit from underwriters proposals to purchase the Bonds. 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 City 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 of the City, to accept the lowest bid for the Bonds, or to reject all bids therefor, in accordance with the Notice Inviting Bids. Section 5. The Notice of Sale, in substantially the form on file with the City Clerk, is hereby approved and authorized and the Authorized Officers are each hereby authorized and directed, for and in the name of the City, to cause the Notice of Sale to be published once in the Los Angeles Times (or in such other newspaper of general circulation circulating within the City as an Authorized Officer shall approve as being in the best interests of the City), not less than 10 days prior to the date set for the opening of bids in the Notice Inviting Bids, with such changes, insertions and omissions as an Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Sale. Section 6. The Notice of Intention to Sell Bonds, in substantially the form on file with the City Clerk, is hereby approved and authorized and the Authorized Officers are each hereby authorized and directed, for and in the name of the City, to cause the Notice of Intention to Sell Bonds 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 City) 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 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 Bonds. Section 7. The Preliminary Official Statement, in substantially the form 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. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary OfficialsStatement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under -3- 10861 \0004\696612.4 the Securities Exchange Act of 1934 (except for the omission of certain pricing, rating and related information as permitted by said 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 Notice Inviting Bids and the Preliminary Official Statement. Section 8. The preparation and delivery of a final Official Statement (the "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 to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the City. The Authorized Officers are each hereby authorized and directed to furnish or cause to be furnished to the purchaser of the Bonds, as many copies of the Official Statement as said purchaser shall require, provided that no charge shall be imposed on the first 250 copies of the Official Statement. Section 9. The Bonds represent the general obligation of the City. The money for the redemption of the Bonds and payment of principal of and interest on the Bonds shall be raised by taxation upon all taxable property in the City and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such redemption and payment out of the fund created for that purpose under the Fiscal Agent Agreement. The Director of Finance is hereby authorized and directed to cause a tax to be levied on all taxable property of the City at a rate which shall be in each fiscal year sufficient to pay the interest on and principal of the Bonds coming due in that fiscal year, and said taxes shall be transferred to the Fiscal Agent for deposit into the fund created under the Fiscal Agent Agreement at the times required thereby for payment ofthe Bonds. Section 10. The Continuing Disclosure Agreement in substantially the form on file with the City Clerk and containing such covenants of the City as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12, is hereby approved and authorized and the Authorized Officers are each hereby authorized and directed to execute and deliver an instrument in substantially said form, completed with such terms and with such other changes 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 11. The Authorized Officers and employees 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 of this Resolution including, but not limited to, executing and delivering any and all certificates and representations, including signature certificates, no-litigation certificates, tax certificates, and certificates concerning the Official Statement, necessary and desirable to accomplish the transactions set forth above. -4- 10861 \0004\696612.4 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. 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 Marsha Jones Mou "e City Attorney -5- 10861 \0004\696612.3 Adopted and approved this 23rd day of July, 2002, I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Resolution No. 9785 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 23rd of July, 2002, 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