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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;
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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.
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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.
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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
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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.
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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:
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UIh;:t%J~
C1.ty C].et'k.