R-8485
/
e
e
RESOLUTION NO. 8485(CCS)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
MONICA PROVIDING FOR THE EXERCISE OF ITS OPTION TO
PURCHASE CERTAIN PROPERTY, THE ASSIGNMENT OF THE TITLE
THERETO, THE EXECUTION AND DELIVERY OF A T,F.~SE
AGREEMENT, A TRUST AGREEMENT, A PURCHASE CONTRACT AND
AN ESCROW AGREEMENT AND THE PREPARATION OF AN OFFICIAL
STATEMENT, IN CONNECTION WITH THE ISSUANCE OF THE
PARKING AUTHORITY OF THE CITY OF SANTA MONICA, LEASE
REVENUE BONDS, SERIES 1992 (CITY OF SANTA MONICA
REFUNDING PROJECT OF 1992), AND OTHER MATTERS RELATED
THERETO
w~REAS, the Parking Authority of the City of Santa
Monica (the "Authorityll) and the City of Santa Monica (the
"CityU) previously entered into a Lease and Option to Purchase
dated as of August 1, 1986, (the "1986 Lease"), pursuant to which
the Authority leased certain parking facilities (the "Property")
to the city with an option to purchase the Property: and
WHEREAS, the City wishes to exercise its option to
purchase the Property pursuant to the terms of the 1986 Lease and
to assign its title to the Property acquired thereby to the
Authority: and
WHEREAS, the City is authorized to purchase the
Property and to assign its title thereto to the Authority
pursuant to Article 1 of Chapter 5 of Division 3 of Title 4 of
the California Government Code, as amended (the "Lawn): and
WHEREAS, the Authority desires to lease the Property,
pursuant to a new Lease Agreement (as hereinafter defined) in
consideration for which the City will make payments of base
rental (IIBase Rental II) for the use and possession of the
Property: and the Authority will assign and transfer to Bank of
America National Trust and Savings Association, as trustee (the
uTrustee") certain of its rights, title and interest in and to
the Lease Agreement including its right to receive payments of
Base Rental thereunder, by entering into a Trust Agreement (as
hereinafter defined): and
WHEREAS, the city, the Authority and the Trustee will
enter into a Trust Agreement pursuant to which the Authority will
issue the Parking Authority of the city of Santa Monica, Lease
Revenue Bonds, Series 1992 (City of Santa Monica Refunding
Project of 1992) (the IIBondsU) for the purpose of providing
moneys which will be sufficient (i) to provide for the advance
refunding of the City of Santa Monica Certificates of
Participation (City of Santa Monica Refunding Project of 1986)
(the "1986 Certificates"): (ii) to finance other capital projects
LAl-220360 V3/750,550-013
09/28/92
e
e
of the City; and (iii) to pay costs incurred in connection with
the issuance, sale and delivery of the Bonds; and
waSREAS, the city and the Authority desire to solicit
proposals from the underwriters listed on Attachment A hereto
(the "Underwriters") to purchase the Bonds from the Authority
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;
BOW THEREFORE, BE IT RESOLVED BY the city council of
the city of Santa Monica, as follows:
SBCTION 1. The City hereby finds that it is for the
common benefit to exercise its option to purchase the Property
pursuant to the 1986 Lease, and to assign to the Authority the
City's title received thereby, in accordance with the Law. The
exercise by the City of its option to purchase the Property
pursuant to the 1986 Lease, and the assignment to the Authority
of the City's title received thereby, are hereby approved.
SECTXON 2. The Form of Lease and Option to Purchase
(the "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 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 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 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 4. The form of Purchase Contract (the
"Purchase Contract"), by and among the underwriter to be selected
pursuant to this section 4 (the "Underwriter"), the city and the
Authority 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
LAl-220360 V3/750,550-013
2
09128/92
e
e
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 to
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 $16,000,000, 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.
SECTXON S. The form of the Escrow 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 Escrow 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 6. 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 Authority 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.
SECTXOB 7. 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
LAl-220360 V3/750,550-013
3
09/28/92
e
e
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 8. 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
defease the outstanding certificates.
SECTION 9. 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 10. 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.
BECTIO. 11. 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:
~
Lawrence,
City Attorney
LAl-ZZ0360 V3/7S0,SSO-013
4
09/Z8/92
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-220360.V3/750, 550-013
6
e
09/28/92
.
.
Adopted and approved this 13th day of October, 1992.
I hereby certify that the foregoing Resolution No. 8485(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:
, ~
- .~
~jHY~
~ ~ City Clel7k- ~'-
r---_
. --