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R-8679 ~ '29:,99-04 . JHliW{lH I" :00.0 . 10114193 11/03/93 RESOLUTION NO. 8679 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $39,750,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF SANTA MONICA WASTEWATER ENTERPRISE REVENUE BONDS (HYPERION PROJECT), 1993 REFUNDING SERIES, APPROVING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL INDENTURE AND A BOND PURCHASE AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO. WHEREAS, the City of Santa Monica (the "City") is a municipal corporation and charter city, duly organized and existing under a freeholders' charter pursuant to which the City has the right and power to make and enforce al11aws and regulations in respect to municipal affairs and certain other matters in accordance with and as more particularly 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 Council 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 C'211ifomia Government Code, as enacted and as thereafter amended (collectively, the "Law"); WHEREAS, the City now owns and operates facilities for the collection of sewage, waste and storm water, including drainage, and has certain rights in facilities for the treabnent and disposal of sewage and wastewater, including the Hyperion Treatment Plant; WHEREAS, in order to fInance certain improvements to said facilities, the Oty issued its Wastewater Enterprise Revenue Bonds (Hyperion Project), 1991 Series A (the "1991 Series A Bonds"), in the aggregate principal amount of $34,200,000; WHEREAS, the 1991 Series A Bonds were issued pursuant to an fudenture, dated as of November 1, 1991 (the "Indenture"), by and between Bank of America National Trust and Savings Association, as Trustee (the "Trustee") and the City; WHEREAS, the City has determined that debt service savings can be achieved by advance refunding the 1991 Series A Bonds; WHEREAS, the Indenture provides that the City may, subject to the requirements of the Law, by supplemental indenture establish one or more other series of bonds payable from Revenues (as defined in the Indenture), and the City may issue and the Trustee may authenticate and deliver, bonds of any series so established, for the pmpose of refunding any bonds issued under the Indenture and then outstanding, but only upon compliance by the City with the provisions of the Indenture; WHEREAS, in order to provide the moneys :required to advance refund the 1991 Series A Bonds, the City deslIes to authorize the issuance of its Wastewater Enterprise Revenue Bonds . . (Hyperion Project) 1993 Refunding Series (the "1993 Series Bonds"), in an aggregate principal amount of not to exceed $39,750,000; WHEREAS, in order to provide for the authentication and delivery of the 1993 Series Bonds, to establish and declare the terms and conditions upon which the 1993 Series Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the City proposes to enter into a First Supplemental Indenture with the Trustee (such First Supplemental Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "FIrst Supplemental Indenture"); WHEREAS, the City desires to solicit proposals from the underwriters listed on Attachment A hereto (the "Underwriters") to purchase the 1993 Series Bonds from the City pursuant to a Bond Purchase Agreement (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, bemg referred to herein as the "Bond Purchase Agreement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (1) the First Supplemental Indenture; (2) the Bond Purchase Agreement; (3) the Preliminary Official Statement to be used in connection with the offering and sale of the 1993 Series Bonds (such Preliminary Official Statement in the form presented to this meeting, With such changes, insertions and omissions as are made pursuant to this Resolution, bemg referred to herein as the "Preliminary Official Statement"); and (4) the Escrow Agreement between the City and Bank of America National Trust and Savings Associanon, as Escrow Bank, to be used to accomplish the advance refunding of the 1991 Series A Bonds (such Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution being referred to herein as the "Escrow Agreement"); and WHEREAS, the City desires to proceed to issue and sell up to $39,750,000 aggregate prmcipal amount of the 1993 Series Bonds and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the 1993 Series Bonds; NOW, THEREFORE, BE IT RESOLVED by the o.ty Council of the City of Santa Momea as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the 1993 Series Bonds, in the aggregate principal amount of not to exceed $39,750,000 on the terms and conditions set forth in, and subject to the limitations specified in, the FltSt Supplemental Indenture, is hereby authorized and approved. The 1993 Series Bonds shall be dated, shall bear interest, shall mature on the date, shall be issued in the form, and shall be as otherwise provided in the First Supplemental Indenture, as the same shall be completed as provided in this Resolution. Section 2. The First Supplemental Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Mayor of the City, or such member of the City Council as the Mayor may designate, the City Manager, the City Attorney, the Director of Finance of the City and the City Clerk (collectively, the "Authorized Officers") are, and each of them is, hereby authorized and 2 . . directed, for and in the name of the City, to execute and deliver the Frrst Supplemental Indenture in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the First Supplemental Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of 1993 Series Bonds in excess of $39,750,000 and shall not result in a true mterest cost on the 1993 Series Bonds in excess of 5.95%. Section 3. The Bond Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set fonh in full herein, be and the same is hereby approved. The Authorized Officers are. and each of them is. hereby authorized and directed. for and in the name of the City. to (i) select the Underwriter, based on proposals submitted by the Underwriters. that will be the Underwriter for the 1993 Series Bonds. and (il) execute and deliver the Bond Purchase Agreement in the form presented to this meeting. with such changes. insertions and omissions (including but not limited to the inclusion of the name of the Underwriter selected pursuant to the preceding clause) as the Authorized Officer executing the same may require or approve. such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however. that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount or bond insurance premium paid by the Underwriter) from the principal amount of the 1993 Series Bonds in excess of .95% of the aggregate principal amount of the 1993 Series Bonds. Section 4. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, be and the same is hereby approved. and the use of the Prebminary Official Statement in connection with the offering and sale of the 1993 Series Bonds is hereby authorized and approved. The Authorized Officers are. and each of them is. hereby authorized and directed. for an in the name of the City, to certify to the Underwriter that the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission. Section 5. The preparation and delivery of a final Official Statement (the "Official Statement"). and its use in connection with the offering and sale of the 1993 Series Bonds. be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Prehminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are. and each of them is. hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the City. Section 6. The Director of Finance of the City is hereby authorized and directed to furnish, or cause to be furnished, to prospective Underwriters for the 1993 Series Bonds. a reasonable number of copies of the Preliminary Official Statement, and the Director of Finance of the City 1S also authorized and directed. after any proposal for the purchase of the 1993 Senes Bonds has been accepted on behalf of the City. to furnish or cause to be furnished to the Underwriter of the 1993 Series Bonds, as many copies of the Official Statement as said Underwriter shall need, provided that no charge shall be imposed for the first 500 copies of the Official Statement Section 7. The Escrow Agreement, in substantially the form submitted to this meeting and made a pan hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed. for and in the name of the City. to execute and deliver the Escrow Agreement in the form presented to this meeting. 3 . . wIth such changes, insertIOns and omISSIOns as the Authonzed OffIcer executmg the same may reqUIre or approve, such requirement or approval to be conclUSively eVidenced by the executIOn of the Escrow Agreement by such Authonzed OffIcer. Section 8 The Authonzed OffIcers are, and each of them hereby is, authonzed and directed to execute and dehver any and all documents and mstruments and to do and cause to be done any and all acts and thmgs necessary or proper for carrymg out the Issuance of the 1993 Senes Bonds and the transactIOns contemplated by the First Supplemental Indenture, the Bond PurchaJ>e Agreement, the OffICIal Statement, the Escrow Agreement and thIS ResolUTIon Section 9 All actIOns heretofore taken by the Authonzed OffIcers WIth respect to the Issuance and sale of the 1993 Senes Bonds, or In connection WIth or related to any of the agreements or documents referenced herem, are hereby approved, confIrmed and ratIfied. Section 10 The City CounCil shall certlfy to the adoptIOn of thiS ResolutIOn and thenceforth and thereafter the same shall be m full force and effect APPROVED AS TO FORM ~~ VoseP'n Lawrence, Actmg City Attorney Adopted and approved thiS 9th day of November, 1993. Il~ Pvb Jul~ AbtC'6, Mayor I hereby certify that the foregomg ResolutIon No. was duly adopted by the City CouncIl of the City of Santa MOllica at a meetmg thereof held on November 9, 1993 by the followmg CouncIl vote Ayes Councllmembers Abdo, Genser, Greenberg, Holbrook, Olsen, Rosenste~n, Vazquez Noes Councilmembers Abstam: Councllmembers' - - ,,--- Absent Councll members A ITESI': ~~/j2~~- - ~ - Clarice DYkh~Clty Glefk' - 4