R-8315
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RESOLUTION NO.
8315(CCS)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $35,000,000 AGGREGATE PRINCIPAL
AMOUNT OF CITY OF SANTA MONICA WASTEWATER
ENTERPRISE REVENUE BONDS (HYPERION PROJECT),
1991 SERIES A, APPROVING THE FORMS OF A NOTICE
I~'VITING BIOS AND A NOTICE OF INTENTION TO
SELL, THE EXECUTION AND DELIVERY OF AN
INDENTURE AND THE PREPARATION OF AN OFFICIAL
STATEMENT AND OTHER MATTERS RELATED THERETO.
WHEREAS, the City of Santa Monica (the "Cityll) is a
rouniclpal corporatlon and charter city, duly organized and eXlsting
under a freeholders' charter pursuant to ~hich the City has the
rlght and power to make and enforce all laws and regulations in
respect to munIcIpal affalrs and certaIn other matters ln
accordance wlth and as more partlcularly provided In sectIons 3, 5
and 7 of artIcle XI of the ConstItution of the State of California
and section 400 of the Charter of the city;
WHEREAS, the City Councl1 of the City, acting under and
pursuant to the powers reserved to the CIty under article XI of the
ConstItutIon of the state of CalifornIa and sectIon 400 of the
Charter of the CIty has enacted the Santa MonIca Revenue Bond Act
(beIng Chapter 6.5 of Article II of the Municipal Code of the
CIty), relating to revenue bonds, which incorporates, to the extent
made applicable by said Act, the Revenue Bond Law of 1941, being
Chapter 6 of DIvIsion 2 of Title 5 of the California Government
Code, as enacted and as thereafter amended (collectively, the
"LaYl") ;
WHEREAS, the City now owns and operates facilItIes for
the collection of sewage, waste and storm water, Including
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dralnage, and has certaln rlghts ln facllitles for the treatment
and dlsposal of sewage and wastewater, includlng the Hyper1.on
Treat~ent Plant, and the Clty has determlned that it lS necessary
that funds be raised by the City for the purpose of financing a
port1on of the city's share of upgrading the Hyperion Treatment
Plant;
WHEREAS, the city is empowered pursuant to the Law to
f1nance the aforementioned upgrade through the issuance of its
revenue bonds, and the City proposes to issue its Wastewater
Enterpr1se Revenue Bonds (Hyperion Project), 1991 Ser1es A (the
"Bonds"), 1n an aggregate princlpal amount of not to exceed
$35,000,000, to ass 1st l.n financlng such upgrade;
WHEREAS, 1n order to provide for the authentlcation and
deli very of the Bonds, to establlsh and declare the terms and
cond1t1ons upon Wh1Ch the Bonds are to be issued and secured and to
secure the pay~ent of the principal thereof, premium, 1f any, and
interest thereon, the City proposes to enter into an Indenture with
Bank of A~erlca Natlonal Trust and Savlngs Assoclation, as Trustee
(such Indenture, 1n the form presented to this meeting, with such
changes, lnsertlons and omlssions as are made pursuant to thls
Resolutlon, being referred to herein as the "Indenture");
WHEREAS, there have been prepared and submitted to this
meeting forms of:
(1) the Indenture;
(2) the Notice Inviting Bids to be used in
connectlon with the sollcltation of blds for the Bonds (such
Notice Invitlng Bids in the form presented to this Meeting,
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WI th such changes, insertIons and omiSSIons as are made
pursuant to thls ResolutIon, belng referred to herein as the
"NotIce InvItlng Blds")i
(3) the Notice of Intentlon to Sell relatlng to the
publIC sale of the Bonds (such Notice of Intention to Sell in
the form presented to thlS meeting, with such changes,
lnsertlons and omlssions as are made pursuant to this
Resolution, being referred to herein as the "Notice of
Intention to Sellll); and
(4) the Preliminary Official statement to be used
In connectlon wlth the offering and sale of the Bonds (such
PrelIminary OffIcial Statement in the form presented to this
reetlng, vlth such changes, insertions and omissions as are
rade pursuant to thls Resolutlon, being referred to herein as
the "PrellTIllnary OffIcial Statementll); and
WHEREAS, the CIty desires to proceed to issue and sell up
to $35,000,000 aggregate prIncipal amount of the Bonds and to
authorIze the execution of such documents and the performance of
such acts as ~ay be necessary or desirable to effect the offerIng,
sale and Issuance of the 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 Bonds, in the aggregate principal
amount of not to exceed $35,000,000, on the terms and conditions
set forth In, and subject to the limItations spec~fIed in, the
Indenture, IS hereby authorIzed and approved. The Bonds shall be
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dated, shall nature on the date, shall be issued in the form, and
shall be as otherWlse provided in the Indenture, as the same shall
be corpleted as provided in this Resolutlon. The Bonds shall bear
Interest at the rate established by offering the Bonds at public
sale pursuant to the Notice Inviting Bids.
section 2. The Indenture, in substant~ally the form
submItted to this meetlng and made a part hereof as though set
forth in full herein, be and the same is hereby approved. The
Mayor of the city (the "Mayor") and the City Clerk are, and each of
the~ ~S, hereby authorlzed and dIrected, for and in the name of the
City, to execute and deliver the Indenture in the form presented to
thIs meeting, wlth such changes, insertions and omissions as the
Clty Attorney and Orrick, Herrington & Sutcliffe (IIBond Counselll)
may requIre or approve, such requlrement or approval to be
concluslvely eVIdenced by the execution of the Indenture by the
Mayori provided, however, that such changes, lnsertions and
Orr.1SSlons shall be consistent with the terms of the Bonds
established by offering the Bonds at public sale pursuant to the
NotIce InvItlng BIds.
Section 3. The Notice Inviting Bids, ln substantially
the form submltted to thlS meeting and made a part hereof as though
set forth in full herein, be and the same is hereby approved. The
Director of Finance of the city lS hereby authorized and directed,
for and in the name of the City, to furnish or cause to be
furnished to prospective bidders for the Bonds the Notice Inviting
Blds in the forM presented to this neetlng, wIth such changes,
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lnsertlons and Omlss~ons as the city Attorney and Bond Counsel may
requlre or approve.
Section 4. The terms and conditions of the offering and
sale of the Bonds shall be as speclfied in the Notice Invlting
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 city Manager and Director of Finance of the Clty, and
each of them, is hereby authorized and directed, for and in the
name of the C1ty, to accept the lowest bid for the Bonds, or to
reJect all blds therefor, ln accordance wlth the terms of the
Notice Inviting Bids.
section 5. The Notice of Intention to Sell, ln the form
submltted to thlS meeting and made a part hereof as though set
forth hereln, be and the same 1S hereby approved. The D1rector of
Flnance of the Clty 15 hereby authorized and dlrected, for and in
the nane of the Clty, to cause the Notlce of Intention to Sell, in
the forn presented to this meeting, to be published once in The
Bond Buyer (or ln such other financial publication generally
circulated throughout the State of California or reasonably
expected to be dlssem1nated aMong prospective bidders for the Bonds
as the Dlrector of Flnance of the City shall approve as belng ln
the best lnterests of the Clty) at least 15 days prlor to the date
set for the opening of bids in the Notice Inviting Bids, with such
changes, insertions and omissions as the City Attorney and Bond
Counsel may require or approve, such requirement or approval to be
concluslvely evidenced by such publishing of the Notlce of
Intention to Sell.
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section 6. The Preliminary Offlocial statement, in
substantloally the form presented to this meet long and made a part
hereof as though set forth lon full herein, with such changes
thereln as may be approved by the Director of Finance of the city,
be and the same is hereby approved, and the use of the Preliminary
Officlal statement in connection with the offering and sale of the
Bonds is hereby authorized and approved.
Section 7. The preparation and dellvery of a final
Off].clal statement (the "Official statement"), and its use in
connectlon with the offerlng and sale of the Bonds, be and the same
lS hereby authorized and approved. The Offlcial statement shall be
In substantially the form of the Preliminary Offic1al statement
wlth such changes, insertions and omisslons as may be approved by
the Mayor, such approval to be conclusively evidenced by the
execution and del~very thereof. The Mayor is hereby authorized and
dlrected to execute the final Official Statement and any amendment
or supplement thereto, for and in the name of the city.
section 8. The Director of Finance of the city is hereby
authorized and directed to furnish, or cause to be furnished, to
prospective bldders for the Bonds, a reasonable number of copies of
the Prellrninary Official statement, and the Director of Finance of
the City is also authorlzed and directed, after any proposal for
the purchase of the Bonds has been accepted on behalf of the City,
to furnlsh or cause to be furnished to the purchaser in connection
wi th the resale of the Bonds, as many copies of the Official
staterrent as said purchaser shall need, provlded that no charge
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shall be IMposed for the fIrst 500 copies of the Official
StateI:lent.
Section 9. The Mayor, the city Clerk, the City Manager,
the CIty Attorney and the Director of Flnance of the City are, and
each of them hereby is, authorized and directed to execute and
delIver any and all documents and lnstruments and to do and cause
to be done any and all acts and things necessary or proper for
carrYIng out the issuance of the Bonds and the transactions
contemplated by the Indenture, the Notice Inviting Bids, the Notice
of Intention to Sell, the Official Statement and this Resolutlon.
Section 10. All actions heretofore taken by the Mayor,
the Cl.ty Clerk, the City Manager, the city Attorney and the
DIrector of Finance of the City with respect to the issuance and
sale of the Bonds, or in connection wIth or related to any of the
agreenents or documents referenced herein, are hereby approved,
confl.r~ed and ratl.fied.
Section 11.
The Cl.ty Councll shall certlfy to the
adoption of thls Resolution and thenceforth and thereafter the same
shall be in full force and effect.
APPROVED AS TO FORM
ROBERT M. HYERS
City Attorney
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Adopted and approved this 29th day of October, 1991.
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,,'{ 1-1ayor
I hereby certify that the foregoing Resolution No. 8315(CCS)
was duly adopted by the City council of the city of Santa Monica
at a meeting thereof held on October 29th, 1991 by the following
council vote:
Ayes: Councilmembers: Genser, Holbrook, Katz, Olsen,
Vazquez, Zane, Abdo
Noes: Councilmembers: None
Abstain: Councilmembers: None
Absent: Councilmembers: None
ATTEST:
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~'{kJ;r?J.lj ;:' J> q7C/UVA-~
- cIty clerk /