R-7287
e
e
-..
RESOLUTlON NO 7287(CCS)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
MONICA PROVIDING FOR THE ISSUANCE AND SALE OF CERTIFI-
CATES OF PARTICIPATION (CITY OF SANTA MONICA IMPROVE-
MENTS PROJECT OF 1986), IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $14,000,000, THE EXECUT!ON AND DELIVERY OF
A LEASE AGREEMENT, A TRUST AGREEMENT AND A CONTRACT OF
PURCa~SE, AND ~HE AUTHORIZATION TO PREPARE AN OFFICIAL
STATEMENT, AND OTHER MATTERS RELATED THERETO
WHEREAS, the C~ty of Santa Mon~ca (the "C~ty")
des~res that certa~n add~t~ons to ex~st~ng park~ng fac~l~t~es
and var~ous other ~mprovements be made to the Th~rd Street
Mall area of the CIty (the "ProJect"); and
WHEREAS, the Park~ng Author~ty of the C~ty of Santa
Mon~ca (the "Author~tyTl) des~res to lease to the C~ty certa~n
park~ng fac1l~tles (the "Property"), pursuant to a Lease
Agreement (as here~nafter def1ned) In cons~deratlon for WhlCh
the Clty w~ll make payments of base rental ("Base Rental")
for the use and possess1on of the Property; and the Author~ty
w~ll ass1gn and transfer to FIrst Interstate Bank of
Callforn~a, as trustee (the "Trustee") certaln of 1tS rlghts,
tltle and ~nterest ~n and to the Lease Agreement lnclud1ng
1tS rlght to recelve payments of Base Rental thereunder, by
enterlng lnto a Trust Agreement (as herelnafter deflned) and
an Asslgnment Agreement (as herelnafter def~ned)i and
e
e
WHEREAS, the C~ty, the Author~ty and the Trustee
w~ll enter ~nto a Trust Agreement pursuant to wh~ch the
Trus~ee w~ll execute and del~ver cert~f~cates of part1c1pa-
t~on representlng undlv1ded proport1onate 1nterests 1n the
Lease Agreemen~, 1nclud~ng the rlght to recelve payments of
Base Rental thereunder, and
WHEREAS, the C1ty 15 author1zed to undertake all of
the above pursuant to 1tS Charter and other appllcable law of
the State of Cal1forn1a,
NOW THEREFORE THE CITY COUNCIL OF THE CITY OF
SANTA MONICA HEREBY FINDS, RESOLVES, DETERMINES AND ORDERS
AS FOLLOWS:
SECTION 1. The Form of Lease and Optlon to Pur-
chase (the "Lease Agreement") attached hereto as ExhJ.b1t A lS
hereby approved. The offJ.cers of the CJ.ty are, and each of
them actlng alone 15, hereby author1zed and dlrected, for and
1n the name of and on behalf of the C1ty, to execute and
dellver the Lease Agreement ln substantlally the form attach-
ed hereto as Exh1b1t A and presented to and consJ.dered at
th1S meetlng, wlth such changes thereln as the offlcer execut-
lng the same on behalf of the Clty may approve, J.n hlS dJ.s-
cret1on, as belng 1n the best 1nterests of the C1ty, such
approval to be concluslvely eV1denced by such offlcer's exe-
cutlon and dellvery thereof.
2
e
e
SECTION 2 The form of Trust Agreement (the "Trust
Agreement") attached hereto as ExhIbIt B, IS hereby approved.
The offIcers of the CIty are, and each of them actIng alone
IS, hereby authorIzed and dIrected, for and In the name of
and on behalf of the CIty, to execute and delIver the Trust
Agreement In substantIally the form attached hereto as ExhIb-
It B and presented to and conSIdered at thIS meetIng, WIth
such changes thereIn as the offIcer executIng the same on
behalf of the CIty may approve, In hIS dIscretIon, as beIng
In the best Interests of the CIty, such approval to be con-
clUSIvely eVIdenced by such offIcer's executIon and delIvery
thereof. The executIon and delIvery, pursuant to the Trust
Agreement, of the CertIfIcates of PartICIpatIon (CIty of
Santa MODIca Improvements ProJect of 1986) In an aggregate
prInCIpal amount not to exceed $14,000,000 IS hereby
approved.
SECTION 3. The form of Contract of Purchase (the
"Contract of Purchase"), by and among Rauscher PIerce
Refsnes, Inc. (the "UnderwrIter"), the CIty, the AuthorIty
and the Trustee and attached hereto as ExhIbIt C IS hereby
approved. The offIcers of the CIty are, and each of them
actIng alone IS, hereby authorIzed and d~rected, for and In
the name of and on the behalf of the C~ty, to execute and
delIver the Contract of Purchase, substant~ally in the form
attached hereto as ExhIbIt C and presented to and conSIdered
3
e
e
at th~s meet~ng, wlth such changes thereln as the off~cer
execut~ng the same on behalf of the Clty may approve, In hlS
sole d~scretlon, as belng In the best lnterests of the C~ty,
such approval to be concluslvely eVldenced by such offlcer's
exeCU~lon and del~very thereof In connectlon wlth the exe-
cut~on and del~very of sald Contract of Purchase, the offlcer
executlng the same lS further author~zed and dlrected to
negotlate the pr~ce and the lnterest rates for the Certlfl-
cates to be sold pursuant to such Contract of Purchase up to
a maXlmum pr~nc~pal amount of $14,000,000, such that the true
~nterest component of payments to be made ~n connectlon wlth
such CertIfIcates shall not exceed 8.7774% per annum and such
that the max~mum aggregate dlscount from the prlnclpal amount
of the Certlflcates shall be 2.5% of the aggregate prlnc~pal
amount thereof.
SECTION 4. The Clty hereby consents to the ass~gn-
rnent by the Authority of certaln of ~ts rlghts under the
Lease Agreement, lnclud~ng the r~ght to recelve payments of
Base Rental thereunder, to the Trustee for the beneflt of the
owners of the Certlf~cates and approves the Assignment Agree-
ment substantIally In the form attached hereto as ExhIblt D.
SECTION 5. The off~cers of the C~ty are hereby
authorlzed to prepare the f~nal offlClal statement The
4
e
e
.
Underwr~ter ~s hereby author~zed to d~str~bute the f~nal
off1C1al statement to all actual purchasers of the Cert~f~-
cates from the Underwr1ter.
SECTION 6. The off~cers of the C~ty are, and each
act~ng alone 1S, hereby authorlzed and dlrected to take such
act10ns and execute such documents as are, 1n the oplnlon of
the Clty Attorney or O'Melveny & Myers, spec1al counsel,
deslrable to defease the outstand~ng bonds of the Author~ty
orlglnally dated February If 1966 (the "Bonds") 1ssued pursu-
ant to Resolutlon No. IIO(PAS) of the Author1ty adopted on
February 15, 1966.
SECTION 7. The form of the Amended and Restated
Lease Agreement attached hereto as Exhlblt E lS hereby
approved. The off1cers of the Clty are, and each of them
actlng alone 1Sf hereby author1zed and d1rected, for and ~n
the name of and on behalf of the CltYf to execute and del1ver
the Amended and Restated Lease Agreement ~n substantlally the
form attached hereto as Exh1b1t E and presented to and con-
sldered at th1S meetlng wlth such changes there1n as the
offlcer executlng the same on behalf of the Clty may approve,
~n hls dlscretlon, as be1ng 1n the best lnterests of the
C1ty, such approval to be concluslvely eVldenced by such
offlcer's executlon and dellvery thereof.
5
It
e
SEC'I'ION 8
All act~ons heretofore taken by any
off~cer or off~cers of the C~ty, w~th respect to the Issuance
and sale of the Cert~fIcates, or ~n connect~on w~th or relat-
ed to any of the agreements referenced here~n or the fInanc-
Ing of the ProJec~ or t~e LeaSIng of the Property, are hereby
approved, ccnilrmed and ratlf~ed.
SECTION 9. The offIcers of the CIty are, and each
of them actlng alone IS, hereby authorIzed and d~rected to
take such actIons, and to execute such documents as may be
necessary to effectuate the purposes of thls Resolutlon. For
purposes of 'Ch~s resolutIon, the "off~cers of the C~ty" shall
Include, but not be lImIted to, the Mayor, the CIty Manager,
the DIrector of FInance, the CIty Attorney and the CIty
Clerk
SECTION 10. The Clty 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:
~~~
Robert M Myers,
CIty Attorney
6
e
e
Adopted and approved this 19th day of Augustt 1986.
(j~~~-~
/ -
Mayor
I hereby certlfy that the foregoing Resolution No. 7287(CCS)
was duly adopted by the City Council of the City of Santa Monica
a t a meeting thereof held on August 19, 1986 by the following
Council vote:
Ayes: Councilmembers: Epstein, Jennings, A. Katzt H.
Katz, Zane and Mayor Reed
Noes: Councllmembers: None
Abstain: Councilmembers: None
Absent: Councilmembers: Conn
ATTEST:
~ '7lJ~ .
Ci ty {Clerk
e
e
FOR EXHIBITS SEE CONTRACT NOS. 4796(CCS) through 4800(CCS)
AND 1688(CCS) IN CITY CLERK1S OFFICE
~