R-10062
RESOLUTION NO. l0062(CCS)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA AUTHORIZING THE ISSUANCE OF
CITY OF SANTA MONICA WASTEWATER ENTERPRISE
REVENUE BONDS (HYPERION PROJECT), 2005 SERIES
A, APPROVING THE EXECUTION AND DELIVERY OF
AN INDENTURE AND A BOND PURCHASE AGREEMENT
AND THE PREPARATION OF AN OFFICIAL
STATEMENT AND OTHER MATTERS RELATED
THERETO.
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WHEREAS, the City is a municipal corporation and charter city, duly organized and
existing under its charter pursuant to which the City has the right and power to make and enforce
all laws and regulations in respect to municipal affairs and certain other matters in accordance
with and as more particularly provided in the Constitution of the State of California and
section 400 ofthe Charter of the City;
WHEREAS, the City Council of the City, acting under and pursuant to the powers
reserved to the City under the Constitution of the State of California and section 400 of the
Charter of the City, is authorized, among other things, to issue refunding bonds pursuant to
Articles 10 and 11 (commencing with section 53570) of Chapter 3 of Division 2 of Title 5 of the
California Government Code (the "Refunding Bond Law");
WHEREAS, the City owns and operates facilities for the collection of sewage, waste and
storm water, including drainage, and has certain rights in facilities for the treatment and disposal
of sewage, waste and storm water;
WHEREAS, in order to refinance bonds issued to finance improvements to said
facilities, the City issued its City of Santa Monica Wastewater Enterprise Revenue Bonds
(Hyperion Project), 1993 Refunding Series (the "1993 Bonds"), in the aggregate principal
amount of $38,620,000, pursuant to a First Supplemental Indenture, dated as of December 1,
1993, by and between the City and Bank of America National Trust and Savings Association, as
trustee, the form of which is on file in the proceedings for the issuance of the 1993 Bonds (the
"First Supplement");
WHEREAS, the City has determined that debt service savings can be achieved by the
refunding and defeasance of the 1993 Bonds, either in whole or in part (depending on applicable
market conditions);
WHEREAS, the City is empowered pursuant to the Law, as hereinafter defined,
including the Refunding Bond Law, to issue bonds to refund and defease the 1993 Bonds and, for
such purpose, the City has determined to issue its Wastewater Enterprise Revenue Bonds
(Hyperion Project), 2005 Series A (the "2005 Series A Bonds"), in an aggregate principal amount
of not to exceed $35,500,000;
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WHEREAS, in order to provide for the authentication and delivery of the 2005 Series A
Bonds, to establish and declare the terms and conditions upon which the 2005 Series A Bonds
are to be issued and secured and to secure the payment of the principal thereof, premium, if any,
and interest thereon, the City proposes to enter into an Indenture with the Trustee (such
Indenture, in the form presented to this meeting. with such changes. insertions and omissions as
are made pursuant to this Resolution, being referred to herein as the " Indenture") or, in the
alternative as herein provided, the 2005 Series A Bonds shall be issued and secured pursuant to a
Second Supplemental Indenture (the "Second Supplement");
WHEREAS, the City desires to solicit proposals from a limited number of underwriters
(the "Underwriters") to purchase the 2005 Series A Bonds from the City pursuant to a Bond
Purchase Agreement (such Bond Purchase Agreement, in the form presented to this meeting,
with such changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the "Bond Purchase Agreement";
WHEREAS, there have been prepared and submitted to this meeting forms of:
(1) the Indenture;
(2) the Bond Purchase Agreement;
(3) the Preliminary Official Statement to be used in connection with the offering and sale
of the 2005 Series A Bonds (such Preliminary Official Statement in the form presented to this
meeting, with such changes, insertions and omissions as are made pursuant to this Resolution,
being referred to herein as the "Preliminary Official Statement"); and
(4) the Escrow Agreement between the City and U.S. Bank: National Association, as
Escrow Bank, to be used to accomplish the refunding of the 1993 Bonds (such Escrow
Agreement in the form presented to this meeting, with such changes, insertions and omissions as
are made pursuant to this Resolution being referred to herein as the "Escrow Agreement"); and
WHEREAS, the City desires to proceed to issue and sell not to exceed $35,500,000
aggregate principal amount of the 2005 Series A Bonds and to authorize the execution of such
documents and the performance of such acts as may be necessary or desirable to effect the
offering, sale and issuance of the 2005 Series A Bonds;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa
Monica as follows:
Section 1. Subject to the provisions of Section 2 hereof, the issuance of the 2005 Series
A Bonds, in the aggregate principal amount of not to exceed $35,500,000 on the terms and
conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby
authorized and approved. The 2005 Series A Bonds shall be dated, shall bear interest, shall
mature on the date, shall be issued in the form, and shall be as otherwise provided in the
Indenture, as the same shall be completed as provided in this Resolution.
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Section 2. The Indenture, in substantially the fonn submitted to this meeting and made a
part hereof as though set forth in full herein, be and the same is hereby approved. The Mayor of
. the City, or such member of the City Council as th~ Mayor may designate, the City Manager, the
City Attorney, the Director of Finance of the City and the City Clerk (collectively, the
"Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Indenture in the form presented to this meeting, with
such changes, insertions and omissions as the Authorized Officer executing the same may require
or approve, such requirement or approval to be conclusively evidenced by the execution of the
Indenture by such Authorized Officer; provided, however, that such changes, insertions and
omissions shall not authorize an aggregate principal amount of 2005 Series A Bonds in excess of
$35,500,000 and shall not result in a true interest cost on the 2005 Series A Bonds in excess of
4.50%.
Section 3. The Bond Purchase Agreement, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, be and the same is hereby
approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the City, to (i) select, with the advice and assistance of Kelling, Northcross &
Nobriga, the City's Financial Advisor, the Underwriter, based on proposals submitted by a
limited number of Underwriters, that will be the Underwriter for the 2005 Series A Bonds,
pursuant to private sale of the 2005 Series A Bonds, and (ii) execute and deliver the Bond
Purchase Agreement in the form presented to this meeting, with such changes, insertions and
omissions (including but not limited to the inclusion of the name of the Underwriter selected
pursuant to the preceding clause) as the Authorized Officer executing the same may require or
approve, such requirement or approval to be conclusively evidenced by the execution of the Bond
Purchase Agreement by such Authorized Officer; provided, however, that such changes,
insertions and omissions shall not result in an aggregate underwriter's discount (not including any
original issue discount or bond insurance or reserve surety premium paid by the Underwriter)
from the principal amount of the 2005 Series A Bonds in excess of 1.50% of the aggregate
principal amount of the 2005 Series A Bonds.
Section 4. The Preliminary Official Statement, in substantially the form presented to this
meeting and made a part hereof as though set forth in full herein, with such changes therein as
may be approved by an Authorized Officer, be and the same is hereby approved. and the use of
the Preliminary Official Statement in connection with the offering and sale of the 2005 Series A
Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is,
hereby authorized and directed, for an in the name of the City, to certify to the Underwriter that
the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12
promulgated by the Securities and Exchange Commission.
Section 5. The preparation and delivery of a final Official Statement (the "Official
Statement"), and its use in connection with the offering and sale of the 2005 Series A Bonds, be
and the same 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, and each of them is, hereby
authorized and directed to execute the final Official Statement and any amendment or
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supplement thereto and to execute and deliver the Continuing Disclosure Certificate substantially
in the form appended to the Official Statement, for and in the name of the City.
Section 6. The Director of Finance of the City is hereby authorized and directed to
furnish, or cause to be furnished, to prospective Underwriters for the 2005 Series A Bonds, a
reasonable number of copies of the Preliminary Official Statement, and the Director of Finance
of the City is also authorized and directed, after any proposal for the purchase of the 2005 Series
A Bonds has been accepted on behalf of the City, to furnish or cause to be furnished to the
Underwriter of the 2005 Series A Bonds, as many copies of the Official Statement as said
Underwriter shall need, provided that no charge shall be imposed for the first 500 copies of the
Official Statement.
Section 7. The Escrow Agreement, in substantially the form submitted to this meeting
and made a part hereof as though set forth in full herein, be and the same is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Escrow Agreement in the form presented to this
meeting, with such changes, insertions and omissions as the Authorized Officer executing the
same may require or approve, such requirement or approval to be conclusively evidenced by the
execution of the Escrow Agreement by such Authorized Officer.
Section 8. The Authorized Officers are, and each of them hereby is, authorized and
directed to execute and deliver any and all documents and instruments and to do and cause to be
done any and all acts and things necessary or proper for carrying out the issuance of the 2005
Series A Bonds and the transactions contemplated by the Indenture, the Bond Purchase
Agreement, the Official Statement, the Escrow Agreement and this Resolution.
Section 9. Not withstanding anything in this Resolution to the contrary, in the event that
market conditions dictate that the 1993 Bonds be refunded in part, and not in whole, the 2005
Series A Bonds shall be issued pursuant to the Second Supplement, which shall be in the form of
the First Supplement with such variations as shall be required to designate the 2005 Series A
Bonds and the approved Escrow Agreement and Official Statement shall be modified
accordingly.
Section 10. All actions heretofore taken by the Authorized Officers with respect to the
issuance and sale of the 2005 Series A Bonds, or in connection with or related to any of the
agreements or documents referenced herein, are hereby approved, confirmed and ratified.
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Section 11. The City Council 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
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Adopted and approved this 9th day of August, 2005.
I, Maria Stewart, City Clerk of the City of Santa Monica, do hereby certify
that the foregoing Resolution No. 10062 (CCS) was duly adopted at a meeting of
the Santa Monica City Council held on the 9th day of August, 2005, by the
following. vote:
Ayes:
Noes:
Abstain:
Absent:
Council members: Mayor Pro T em Katz, Bloom, Genser, Shriver
Council members: None
Council members: None
Council members: Mayor O'Connor. Holbrook, McKeown
ATTEST:
1t.~.~..,~
Maria M. Stewart, Ci Clerk
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Attachments to Resolution No. 10062 (CCS)
Available at the City Clerk's Office
Attachments:
Indenture
Bond Purchase Agreement
Preliminary Official Statement
Escrow Agreement