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R-9980 (CCS) RESOLUTION NO. 9980 (CITY COUNCIL SERIES) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A GROUND LEASE, A LEASE AGREEMENT, AN INDENTURE AND A CONTINUING DISCLOSURE CERTIFICATE IN CONNECTION WITH THE ISSUANCE OF SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2004 (CIVIC CENTER PARKING PROJECT), APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $42,000,000, APPROVING A NOTICE OF INTENTION TO SELL, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE INVITING BIDS AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS, APPROVING A PROMISSORY NOTE ASSIGNMENT, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the City of Santa Monica (the "City") desires to finance the design, construction, installation, reimbursement and/or acquisition of certain capital improvements constituting a public parking garage and related improvements (the "Project"); WHEREAS, in order to finance the Project, the City desires to lease certain real property on which the Project is to be constructed (the "Site") to the Santa Monica Public Financing Authority (the "Authority") pursuant to a Ground Lease (the "Ground Lease") and to sublease the Site and the Project back from the Authority pursuant to a Lease Agreement (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 funds necessary to finance the Project through the issuance by the Authority of its Santa Monica Public Financing Authority Lease Revenue Bonds, Series 2004 (Civic Center Parking Project) (the "Bonds"); WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code; 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 Union Bank of California, N.A., 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; Transactional 45491003 4 - - 1 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 distributed in connection with the public offering and sale ofthe 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, 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 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, in consideration of the City providing new parking facilities for the City, the Parking Authority of the City of Santa Monica (the "Parking Authority") desires to assign payments to be made by the Redevelopment Agency of the City of Santa Monica (the "Agency") to the Parking Authority under a certain Promissory Note A ("Note A") to the City to assist the City in making the Base Rental Payments; WHEREAS, the Parking Authority desires to assign the payments it receives under Note A to the City pursuant to a Promissory Note Assignment (the "Promissory Note Assignment") by and between the Parking Authority and the City; WHEREAS, a form of the Promissory Note Assignment has been prepared; 2 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 transactions 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 transactions; 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 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 City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions 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. Section 2. The form of the Ground Lease, 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 Ground Lease 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 3. The form of the Lease Agreement, 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 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 $42,000,000, the term of the Lease Agreement shall terminate no later than July 1,2033 (provided that such tenn may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.25% per annum. Section 4. The form of 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 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 $42,000,000, the final maturity date of the Bonds shall be no later than July 1, 2033 and the true interest cost applicable to the Bonds shall not exceed 5.25% per annum and, provided, further, 3 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 5. The issuance of not to exceed $42,000,000 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. Section 6. The form of Notice oflntention 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 Bonds is hereby 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 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 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 Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information 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 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 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 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 4 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. Section 12. The form of the Promissory Note Assignment, 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 Promissory Note Assignment and accept assignment of Note A, 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 13. 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 of this Resolution. Section 14. 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 15. 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: 5 Adopted and approved this 14th day of September, 2004. ~ Ri ard Bloom, Mayor I, Maria Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Resolution No. 9980 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 14th day of September, 2004, by the following vote: Ayes: Council members: Mayor Bloom, Mayor Pro T em McKeown, Feinstein, Genser, Holbrook, O'Connor Noes: Council members: None Abstain: Council members: None Absent: Council members: Katz ATTEST: ~~ '~H_~ Maria M. Stewart, ity Clerk 6