Loading...
R-8484 e e RESOLUTION NO. 8484 (CCS) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA PROVIDING FOR THE EXECUTION AND DELIVERY OF AN AMENDED LEASE AGREEMENT, A TRUST AGREEMENT, A PURCHASE CONTRACT AND THE PREPARATION OF AN OFFICIAL STATEMENT, IN CONNECTION WITH THE ISSUANCE OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, LEASE REVENUE BONDS, SERIES 1992 (DOWNTOWN REDEVELOPMENT REFUNDING PROJECT OF 1992), AND OTHER MATTERS RELATED THERETO WHEREAS, the Redevelopment Agency of the city of Santa Monica (the "Agency") and the City of Santa Monica (the "City") previously entered into a Lease and Option to Purchase dated as of December 1, 1978 (the "Existing Lease"), pursuant to which the Agency leased certain parking facilities (the "Property") to the City with an option to purchase the Property; and wl1&R.EAS, the Agency and the city desire to amend and restate the Existing Lease and the Agency desires to continue to lease the Property to the city and the City desires to continue to lease the Property from the Agency, pursuant to an Amended Lease Agreement (as hereinafter defined) in consideration for which the City will continue to make payments of base rental ("Base Rental") for the use and possession of the Property; and the Agency will assign and transfer to Bank of America National Trust and Savings Association, as trustee (the "TrusteeU) certain of its rights, title and interest in and to the Amended Lease Agreement including its right to receive payments of Base Rental thereunder, by entering into a Trust Agreement (as hereinafter defined); and w~REAS, the City, the Agency and the Trustee will enter into a Trust Agreement pursuant to which the Agency will issue the Redevelopment Agency of the city of Santa Monica, Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992) (the "Bonds") for the purpose of providing moneys which will be sufficient (i) to provide for the advance refunding of the Redevelopment Agency of the city of Santa Monica Parking Lease Revenue Bonds (Downtown Redevelopment Project of 1978) (the "1978 Bonds"); and (ii) to pay costs incurred in connection with the issuance, sale and delivery of the Bonds; and wnuREAS, the City and the Agency desire to solicit proposals from the underwriters listed on Attachment A hereto (the "Underwriters") to purchase the Bonds from the Agency pursuant to a Purchase Contract (as defined herein); and WHEREAS, the City is authorized to undertake all of the above pursuant to its Charter and other applicable law of the state of California; LAl-227568 V2/750,550-013 09/28/92 e e NOW THEREFORE, BB IT RESOLVED BY the city council of the City of Santa Monica, as follows: SBCTION 1. The Form of Amended and Restated Lease and option to Purchase (the "Amended Lease Agreement") on file with the city Clerk, 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 Amended Lease Agreement in substantially the form on file with the City Clerk, and presented to and considered at this meeting, with such changes therein as the officer executinq the same on behalf of the City may approve, in his or her discretion, as beinq in the best interests of the city, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION' 2. The form of Trust Agreement (the "Trust Agreement") on file with the City Clerk, 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 on file with the city Clerk, 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 or her discretion, as being in the best interests of the city, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 3. The form of Purchase Contract (the "Purchase contractll), by and among the underwriter to be selected pursuant to this Section 4 (the "Underwriter"), the city and the Agency and on file with the City Clerk, 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 the behalf of the City, to (i) select the Underwriter, based on proposals submitted by the Underwriters, that will be the Underwriter for the Bonds, and (ii) execute and deliver the Purchase Contract, substantially in the form on file with the city Clerk and presented to and considered at this meeting, with such changes therein (including but not limited to the inclusion of the name of the Underwriter selected pursuant to the above clause) as the officer executing the same on behalf of the City may approve, in his or her sole discretion, as being in the best interests of the City, such approval to be conclusively evidenced by such officer's execution and delivery thereof. In connection with the execution and delivery of said Purchase Contract, the officer executing the same is further authorized and directed negotiate the price and the interest rates for the Bonds to be sold pursuant to such Purchase Contract up to a maximum principal amount of $12,000,000, such that the true interest component of payments to be made in connection with such Bonds shall not exceed 8% of the aggregate principal amount thereof. LAl-227568 V2/750.550-013 2 09/28/92 ~ e e aBCTIO. 4. The form of Preliminary Official statement (the "Preliminary Official statement"), 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 with such additions, deletions, and changes as the officers of the Agency deem to be appropriate. The Preliminary official statement shall be circulated for use in selling the Bonds at such time as an officer of the City shall determine that the Preliminary Official statement is substantially final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 as amended, said determination to be conclusively evidenced by a certificate signed by such officer of the city. SECTION s. The preparation and delivery of a final Official statement, and its use by the Underwriter, in connection with the offering and sale of the Bonds, is hereby authorized and 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 final Official statement in substantially the form of the Preliminary Official statement on file with the City Clerk, 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 or her discretion, as being in the best interests of the city, and any amendment or supplement thereto, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 6. The officers of the City are, and each acting alone is, hereby authorized and directed to take such actions and execute such documents as are, in the opinion of the city Attorney or O'Melveny & Myers, special counsel, desirable to refund the outstanding 1978 Bonds. SECTION 7. All actions heretofore taken by any officer or officers of the City, with respect to the issuance and sale of the Bonds, or in connection with or related to any of the agreements referenced herein or the leasing of the Property, are hereby approved, confirmed and ratified. SECTION 8. The officers of the City are, and each of them acting alone is, hereby authorized and directed to take such actions, and to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things as may be necessary or proper to effectuate the purposes of this Resolution. For purposes of this resolution, the "officers of the City" shall include, but not be limited to, the Mayor, the City Manager, the Director of Finance, the City Attorney and the city Clerk. LAl-227568 V2/750,550-013 3 09/28/92 e e SECTXOR 10. 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: ~~Ph Lawrence, ~~~ng City Attorney LAl-227568 VZ1750,550-013 4 09/28/92 e Attachment A Underwriters Bank of America N.T. & S.A. Bear, stearns & Co. Inc. Dillon, Read & Co. Inc. Goldman, Sachs & Co. Kemper securities Group, Inc. Kidder, Peabody & Co., Inc. Lehman Brothers Merrill Lynch & Co. paineWebber Incorporated Prudential Securities Incorporated Stephens Inc. Smith Barney, Harris Upham & Co., Inc. LAl-227568 V2/750,550-013 6 e 09/28/92 , . e e Adopted and approved this 13th day of October, 1992. I hereby certify that the foregoing Resolution No. 8484(CCS) was duly adopted by the city council of the city of Santa Monica at a meeting thereof held on October 13, 1992 by the following Council vote: Ayes: councilmembers: Abdo, Genser, Holbrook, Katz, Olsen Noes: Councilmembers: None Abstain: Councilmembers: Vazquez Absent: councilmembers: Zane ATTEST: - .'-.-- -~ UIh;:t%J~ C1.ty C].et'k.