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SR-0 (107)29199-07 Jl~;` GH h~~t 7r16195 7/28/95 PRELIMINARY ~FFICIAL STATE11iEhT DATED ALTGUST `,1995 NE~'V ISSUE - BOOK-ENTRY O~LY Ratings: Moody's: _ Staodard & Poor's• In the opiuion of Jones HaIi Hill & White, A Profess~onal Law Corparabon, San Franc~sco, Cahforn2a, Sgeciai Counsei, sub}ect, however so cer~a~n quaiificat~ons descnbe.d hereui, ~nder existing law, tise ~terest evydenced and reprzse~ted by the Senes A Certifcates and recen~ed by the owners of the Senes A CerhFicates is excluded from gross mcome for federaI income tax purpases except duru-g any period wherem a Senes A Certificate is hetd by a"s~bstanual user" of the fac~ljt~es ~nanced by the Senes A Certi~cates or a"related person" wittun the meanmg of Sect~an 103{b)(i3) of t~~ Internal RevenUe Code of 1954, and is nat. an ~tem of tax preference for purposes of the federal alternatave mmunum tax unposed on mdi~id~aIs and carporations, although for the purpose of compuung the altema~~e mimmum tax ~mposed on czrtain corporaeons, such mterest ~s taken ~nto account m determmmg certaui ~ncome and earnmgs In the further opin~on of Spec~al Caunsel, the mterest evldenced ~d represented by the Senes A Cert~ficates and the mterest evidenee~ and represented by the Senes B Gert;~icates is exempt from Califorma personal income tares The mterest evidenced and represented by the Senes B Certificates ~s not excluded from gross income for federal mcome taY purposes See "TAX MA"1`L'~:RS " $ * Gertificates Of Participation {1995 Airpart Fac~tities RefUnding) Series A (Tax Exempt) $~* Certificates Of Participation (]99~ Airport Faeilities Refunding) Series B {Taxable) Erzdencing and Representing the Fractional Undi~~~ed I~terests af the Owners Thereaf in liase RentaE Payrnents to Be 11~~ade by the CTl'Y OF SANTA MONICA Dated August 15 1995 De~e, July 1, as shown beiow Tlie Certaficates evidence and represent fract~onal und~v~ded mterests of the Owners thereof in tJ~e Base Rental Payments (which snclude pnnc~pal camponents and interest components} to be made by the Gity of Santa Mon~ca (tbe "City") for the r~ght w tlie nse of certa~n aErport faciliues and the rea] property on which they are located (the "Propertr+") pursuant to a Lease Agreement, dated as of August 1, 1995 (the "Lease Agreement"), by and between the City, as lessee, and the Santa Niomca Public Ftnaucing Authont~ (the "Authonty"~, as lessor, The CerUfcates are be~ng executed and deh~~ered #o provide funds to (i) refund t~e Cuy vf Santa Monica CerGficates of Participation (A~ott Faciltt~es) presendy outstanding m the aggregate principal amoant of $ ,(u) fund a reserve fund for the Ce~rtificates, and (ui} pay the costs incurred m connect~on s~ith the execuhon and delivery of the Ceruf'icates See "THE PLAN OF REFU:~'D1ivG '~ The C~tv ilas co~ enanted under rl~e Lease Agreement to make all Base Rental Pay~ents provided for therem, to mclude all such par~nents as a separate hne item m rts annual budgets. and to make all rhe necessary annual apprapnat~ons for such Base Rental Payments Tl~e Ci[y's obl~gauan to make Base Rent~] Pay~nnents is sul~ject to ~batement dunng any penod m wbicb, by reason of matexiai damage w, or destrucdon ar condemnabon of, the Fro~erty, or an}' defects ~n tatle to the Property, there is substanual interference with the City's nght to use and occupy- any port~on of the ~ropeRy See "RISK FACTORS - Abatement " The Certificates are bemg executzd in t~ro senes, cons~sung of the Ser~es A Ceruficates and 1he Ser~es B ~ernficates The Cert~f~icates wilI be executad and del~~zr~d as fally registered certificates m princ~pal auxounts af $5,040 or sntegral mult~ples thereaf Interest repsesznted h~ eac~ Ceraficat~ v~nll accxue at tt~e agpl~cable mterest ra[e for such Certificate from August 15, 1995 to i~ date of matur~ty or pnar prepayment, with mterest being payable setnea~nually an each January 1 and ]uly 1, commencmg on July 1_ 199fi The Cert~ficates will be ~mually del~vered only m boak-entry form, registered to Cede & Co as nomrnee of The Depository Trust Company, Ne« York, New York ( DTC"), which will act as secunt~es depository of the Certificates Interest and pnncipal reprzsei~ted by thz Ceruficates are payable by U S Trnst Company of Cal~forn3a, N A, as Traste~, to DTC, whtcti remit~ such payments to its Part~ci~ants far subseyuent d~strtbut~on to t}ae benefic~al owners of the Ceruficates See "THE CERTIFICAI'ES - Book-Enw Only 5ystem" az~d "- General " The Certificates are subject to extraord~nary~ prepayment prior to matur-ty as described herein. See `°l'f~ CERTIFICATES - Prepayment: ' The obligation of the Cit~ Eo make the Base Ret-tal pa}men#s does not cansti#~#e a debt of the City or the State of California or of any pol~tical subdecis~an thereaf -Fithin the meaning of any constitutional or statutory debt limit or restriction, ax~d does not conshtute an o6ligat~an for which the City or the State og Califoraia is obiigated to levy ar pledge an~~ form of taxation ar for which the City or the State of California levied or pledged any form of taxation. Thss caver page contai~s i~fom~at~os~ for ref~renc~ only Ib~estors must cead the entire Official Statement to obtaul u-formaison essent~al m makmg an mformed mr•esunent de~sion See "RISK FACTORS" for a discussion of factnrs that should be considered, m addit~on to the ather matters set forth heresa, tn evalaat~ng the investment quahty of the Certificates MATURiTY SCHED~ 5 Senal Senes A Cert~cates Matunt} Pru-cipal Interest Pr~ce or n~atunt}~ Pnnc~pa] Interest Price or f3ulv 1) Amqpnt R~te ~~~ld (J~ly l) Amo~nt Rate Yi~ld 1997 20Q3 1998 20C~~ 1999 2005 2IX10 20d6 2{]41 20[}7 20Q~ {plus accrued mterest from Augast 15, 1995) S Ser~al5enes B Certificates Matw~ty Frmci~al Interest Pnce or l7ulv l~ Amount Rate Y~eld 1996 (plus accrued mterest from Auaust 15, 1995) The Cerpficates will be offered when, as and if executed and del~~ered and received by the Underwnter, sub~ect ta the appro~al as to the~r Iegal~ty by Jones Hall H~I1 & Wh1te, A Profess~onal Law Corporat~on, San Francisc;a, CaliCorsua, Spec.-sal Counsel Cerl~a legal matlers wilt be passe~l upo~t for tl~e C~ty atid the Autlzanty by ihe City Attorney It is ant~c~pated that tt~e Certzficates sn defin~pve form w~lI be available for del~very to DTC in New York, New York on or about August 31, 1995 Dated .1945 *Prel~uunary, sub~ect ta change CITY OF SANTA 1!'IONICA Ctty Cauncil Paul Rasenstein, R~a}~or Asha Greenberg, Mayor Pro Tempore Judy Abdo Ruth Ebner Sant.a Mo~aica Public Fanancing Autfiority Paul Rosenstein, Chaupersan Asha Greenbe~rg, Cnairpersa~ Pro 7'empore Iudy Ahda Ruth Ebner Ken Genser Robert T. Holbrook Pam Q'Connor Ken Genser Robert T Ha~braak Pam Q'Cannor City A~anager/Authority Executive Darector John Jalili City Attorney/Authonty Auorney Niarsha 7ones Moutrie Acting City Clerk/Acting Autjaor~ty Secretary Seth ~anchez Director of Fifaa~acelAuthority Treasurer Charles M Denms Drrect~r of Resource 1Vlanagement Jeff A~fath~eu Fina-rciad Advi~or Rauscher Pierce Refsnes, Inc. Special Counsel Jones Hall H~ll & White, A Profess~onal Law Corporatian Trustee U S Trust Compan}~ of Californ~a, N.A. -~- No dealer, braker, salespersan or okher person has been authonzed by the Crty, the Authonty or the Underwnter ta gi~e any informatian or to make any representat~ans other than those contafned ~n this Off~cial Statement and, ~f grven or made, such other information ~r representat~ons must not be rehed upan as having been authorized by any of the foregoing 'This 4ffic1al Statement daes not constitute an offer ta sell or the sohcrtatian of any offer to buy nor shall there b~ any sale of the Cerkificates by any Qersan fn any ~unsd~ct~on in which ~t is un~awful for such person to make such an offer, solicitation or sale This Offic~al Sta[ement shall not be cc~nstrued as a contract with the purchasers of the Certxficates. Statements contained in this Official Statement which involve estirnates, forecasts ar matters of opinion, whether or not expressly so descnbed herein, are intended solely as such and are nat to be construed as representations of facts The informatian contained in this Official Statement has been furnished by the Crty, th~ Authority and other saurces which are believed to be relyable, but is not guaranteed as ta accuracy or campleteness by, and is na[ to b~ construed as a representatian of, the Underwnter Summaries and refere~ces to statutes and documents in this Offic~al Statement do not purport to be comprehensive or definiti~~e and are qualified in their ent~reEaes by reference to each such statute or document The information and ex~ressions of op~ions herein are sub~ect to chang~ wrthout notice and neither dehvery of this Offic~al Statement nar any sale made hereunder shall, ~nder any c~rcumstances, create any ~mpl~cat~on that there has been no change m the aff2urs ~f the City, the Autt~ority or any other parties descnbed herein since the date hereof. IN CONNECTION WITH THIS QFFERING, THE UNDERWRIT~R MAY OVERALLOT OR EFFECT TRANSACTIO~iS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL I]~T THE OPEN MARKET_ SUCH STABILIZING, IF COMMENCED, MAY BE DISCOI~TTINUED AT ANY TIME. -u- TABLE OF CONTENTS Pa~e INTRODUCTION . . .... .... .. . .... ... ...... . .. .... ...... .... ....1 THE CER'I'IFICATES ... . .. ... .... . .. . . . .... .... ...... .... .... 3 General . . .. . . . .... . .. . .... .... 3 Regis~ration, Transfers and Exchan~es.. .. .. . . 3 Prepayment---- -••- --- ---• -- - ------ -- -- - --- - . . 3 Book-Entry Only Syst~m .. . . ...... . .. .... ...... . . .. .... . ... .... 4 ESTIMATED SOURCES AND USES OF FUi~TDS .. .. ... .... .... ..... .... 7 BASE RENTAL PAYMENT SCHEDULE . .. . .. . .. . _ S THE PROPER'TI' . . .... . . - -• • . .... .. .. .. . . . . . . $ PLAN OF REFi7I~'DING ... . .. ... . .. . .......... ... .. . .... .... .. S SECURITY AND SOURCES OF PAYi~~El~'T FOR THE CERTTFICATES .. 9 Nature of the Certificates . ... . ... .... .. . . . . . . ... .. 9 Covenant to Appropnate Funds for Rental Payments . . .. .. .... .. 9 Abatement ... .... .... . . . .. •-- ..._ . . . .. . . . . .. 9 Action on Default .. . . . .. . .. ............. .. .. . .. . .. 1Q Certificate Reserve Fund .... .... . .. . . . . . ... .. 10 Base Rental Payments- •-• ---- - •- - . ... .. ... . ... 11 Add~tianal Re~ntai Payments.... .... .... ... ... .. . . . _. 11 Insurance ... ...... . . .. . .. . . . -- --- -..... .... .... .... .. .... ..... 12 RISK FACTORS ... .. . . .... .. ...- -• .... ..... .... .... . .... .... 12 General Cons~derat~ons - Secunty for the Certificates .... .... ..... .... 12 Abatement . . .. .. . ... . ..... .. 13 Seismic Conszderat~ons . . . .... . . .. .... 13 Absence of Earthguake and Flood Insurance . .. . . .... .... . .... .... 13 Lumted Recourse on Default _ __ __... ___ ._ .. .... . .... .... 13 No Accelerat~on Upon Default .. .... ...... . .. .... .... . .... .... ?4 Loss of Ta~c Exempuon .... .... .. ... . . ....... .... .... ... i4 No Liability of Authority to the O~~~ners ... . . .. .._. .. _. 14 CONSTITUTIONAL AND STATUTOR~ L~IrTATIONS ON TAXES AND APPROPRIATIONS . --- -- ----.. . .._ .. . .... . ... .--- ..14 Article XIIIA of the California Constltution .... ..... .. ..... ... ... 14 Legislat~an Implement~ng Article XIIIA . . .. . . .. .. . .15 Article XIIIB af the Cahfornza Constitution .. . .. ........ ....15 Umtary ProAe~' •-- - • --- ---- ------ .. . . - - --..16 Statutory Limitat~ons .. . ... ... ... .. . .. . . .. ..... ..16 Future Init~at~ves . . . . .... .... . . . .. .... ....16 CITY OF SANTA A~OIVICA - - - • .... . .... .... .. .. . ... ... 17 Introduct~on .. .. . ..... ...... . . . . . . .... .... . ... .... .. .. . .... ..... ...17 General ..... ... .. .. _ . . .. . .... .. .. ..... .... ..17 Government and Administrat~an .. . ... .... . .. .. . .. .. . .... .... ..17 Papulation ... .. - - -- - •--- ---- .. . .. . . . .... .... .. 18 Self-S~~porting Operat~ons . . . .. _ ... .... ..... . . ..18 Ret~rement System - --- - - ----- .. . .. ._ _. _. 19 Labor Re~a~ons . . _ . . _ . . ... .... . . .... . . .. 20 Industry and Employrnent . . . . ... . .. . ... ............ 20 PersanalIncome . . .. ..... .... .... .. . .... 22 Education . . . ... . . . .... .... . .... .. .... .... 23 Culture ar~d Recreation .. .. . ....... . . . . 24 -111- Reta~l Sales . . .._ _ .. . .. .. Build;ng Permit Acti~~ity . .... .. . ..... Pnncipal Property Ta7cpayers . _. . . ... Utilitaes . ... . ... .... ...... .. CITY OF SANTA MOIVICA FINANCES .... .... . Accaunting Pahcies and Financial Reporting .. Budgetary Pracess _ ... ._. . Assessed Vatuat~ans. . . . .. . Ad Valorem ProQerty Taxes .. ................. .. ........ Ta~c Receipts__. . .. . . ._ . .. . . Lang-Term Debt . . .. .... ..... . . . Direct and Overlapping Debt .._... .. General Fund F~nancial Summar~~ . ... ... . CERTAIN LEGAL MATTERS. . . _ .. ... . LITIGATION. _ .- . ... .... . ...... . UNDERWRTTIIv'G... .. ---- ... . . ..-• ---• RATINGS _. __ . .. . _. ...... . VERIFICATIQN ... ... .. . . ... .. . .. . FINANCIAL ADVISOR ..__ . ... _ _ . _.._ . MISCELLANEOUS .. .. .. .. .. .. . ... ... _ . ... _... .. 24 ..... ... .... . .... .... 25 . .... .. . . . . ..... 26 .. . ... ....... .... ..... 26 ---•• .... .... . .... .. . .2G ... .... .. . .. .. 2b ... .... .... .... . ...27 ... . .. .... 27 .................................. 27 .. .. .... .. ... .... .. 28 .. .... ...... .... o... 30 . ... ...... .... .... 32 .... .... .... . .... .. 32 ... .... .... ...... .... .. 37 ..... . .......... .... ..37 .... .... .... . .... .. . . 38 ... ..... .......... 38 . .. .... ...... ........ 38 .. . .... . .. .... ... . .. 38 . .... . . .. .... .. 38 APPEIVDIX A- Sumrriary of the Princrpal Legal Documents .... . APPENDIX B- Auditec~ F~nancaal Statements of the City for the Year Ended June 30. 1994 . .... .... .... .... .... .. APPENDIX C- Praposed Form af Special Caunsel Opimon.._ _.. ...... .... A-1 ...._..B-1 .... .C-1 -iti~- OFFICLAL STATE~TENT $ '~ Certificates Of Participaaon (1995 Airpart Faeilities Refunding) Series A (Tax Exerr-pt) $ ~` Certificates Of Participation (1995 Airport Facilities Refuncling) Series B {Taxable) Evidencing and Representing #he Fractional Undivided Tnterests af the Owners Thereof in Base Rental Payr~ents to Be Made by the CITY OF SA:~ TA A•ZONICA INTRODLCTION This Offictal Statement (whzch includes the cover page and Appendices hereto) {the "Off~cial Stateme~t"), provides certa~n information concerning the sale and delivery of City of ~anta Mon~ca Cert~ficates of Participation (1995 Azrport Facihties Refund~ng), Series A and B (the "Cert~ficates"). The Certificates are be~ng executed and delivered in two series (each, a "Senes"), consist~ng of the $ * aggregate pnncipal amaunt of City of Santa Man~cd ~ertifxcates of Participat~on (1995 Airport Facil~ties Refunding), Ser~es A(the "Senes A Certificates") and the $ * aggregate principal amount of C~ty of Santa MQmca Certificates of Participauon {1995 Airport Faciii~aes Refunding), Senes B(the "Series B Cer~aficates"} The Certificates are being executed and de~ivered in denominations of $5,00(} ~r any integral multiple thereof. Interest will accrue on the pra~cipal components of each Certlficate at the apphcable interest rate {as set forth on the co~er hereof} from Aug~st _, 1995 unt~l its date af matnrity or pr~or prepayment, with interest becomfng payable on eacY~ January 1 and July 1, commencing July I, 1996. The Certsficates are sub~ect to prepayment as descnbed herein_ See "THE CERTIFICATES - Prepayment'~ The net praceeds of the sale of the Cert~ficates will be used to {1) refund the City of Santa Monica Certificates of Part~cipat~on (A~rpart Facil~ties) {the "Pr~or Cert~fFCates"), of which $ aggregate p~nc~pal amount is currently outstand~ng, {11) fund a reserae fund for the Certificates, and (~~~) pa}~ the costs incurred in connection wrth the execut~on and delivery af the Certificates. The C~rtificates evidence and represent the fractional undivided interests of the registered owners (the "Owners"} thereof in Base Rental Payments {as defined herein} to be made by the City of Santa Monica (the "City") for the right t~ the use of certaan airport facil~tie~ and the real property on which they are located (the "Property"), as defined and as more fully described herein The Property will be leased by the City pursuant to a Lease Agreement, dated as of l~ugust 1. 1995 (the "Lease Agreement''), bet«~een the City, as l~ssee, and the Santa Mon~ca Public Financu~g Authonty (the "Autharity"), as lessor The Certificates will be executed and dehv~red pursuant ta a Trust Agreement, dated as oi Au~ust 1, I995 (the "Trust A~reement"}, by and among the C~ty, the Authority and LT.S_ Trust Company of California, N A_, as trustee (the "Trustee"), and will e~idence fract~onal undivided interests an the Base Rental Payments to be made byr the City under the Lease Agreement for the nght to the use of the Praperty *Prelun~nary, sub~ect to change The Properry w~ll be leased by tl~e City to the Authonty pursuant to a Fac~htaes Lease, dated as of August 1, 1995 {the "Facilsty Lease'') The Authority will then sublease th~ Property back to the City under the Lease A¢reement The Lease Agreement will obhgate the City to make Base Rental Payments ~ The Trustee and the A~thonty will enter into an Assignment Agreement, dated as of August 1, 1995 {the "Assigntnent A~reement"), pursuant to which the Authority will assign to che Tr~stee for the benefit of the Certificate Owners substantially all of the Authority's right, title and ~nterest m and to the Fae~lities L~ase and the Lease A~reement, includmg its nght to receive the Base Rental Payments due under the Lease A~reement, provideci that the Authanty will reta~n the r~ght~ ta indemn~fication and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement. The City covenants under the Leas~ Agreement to take such action as may be necessary to include all rental payments, w~hich are compnsed af Base Rental Payments and Additional Rental Payments (wh~ch ~nclude ta~ces and assessments affectin~ the Property, adtnit~istrative costs of the Authority relating to the Property, fees and expenses of the Trustee and otl~er amounts payable under the LEase A~reement). due under the Lease Agreement as a separate line item in its annual budgets and to make the necessary annual appropnations therefar, sub~ect to abatement as descnbed here~n Base Rental Payments are sub~ect to complete or partia~ abatement in the e~ent and ta the extent that there is su6stant~al interference w~th the~ City's right to use and accupancy of the Property or any portion thereof See "RISK FACTORS " Abatement of Base Rental Paymerts under the Lease Agreement, to the extent payment is not made from alternat~ve sources as set forth below, would result in all Cert~ficate Oti;~ners receiving less than the full amount of pr~ncipal and interest represet~ted ~y the Certificates To the extent pr~ceeds af insurance are a~ailable or there are moneys in the Certificate Resen~e Fund (as descnbed helow}, Base Rental Payments {ar a portion thereo~} may 6e made dunng penods of abatement. THE QBLIGATION OF THE CITY TO MAKE THE BASE RENTAL PAYMENTS DOES N4T C4NSTITUTE A DEBT 4F THE CTTY OR THE STATE 4F CALIFORNIA (THE "STAT'E") OR OF ANY POLITICAL SUBDNISION THERE~F WITHIN T'HE MEAIVINC OF ANY CONSTITUTI4NAL 4R STATUTORY DEBT LIMIT 4R RESTRICTION, AND DOES NOT CONSTTTUTE AN OBLIGATION FOR V~+HICH THE CITY OR THE STATE IS OBLIGATED TO LEVY ~R PLEDGE ANY FORM ~F TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED A1VY FQRM OF TAXATTON. The Cfty has covenanted for the t~enefft of holders and beneficial awners of the Certificates to pro~ide certam financ~al infor~nat~on and operat~ng data relating to the City by not later than eight mor~ths follow~ng the end of the City's fiscal year (which currently would be March 1). cammencing with the report for the 1994-95 Fiscal Year {the "Annual Report'`), and to provide not~ces of the occurrence of certazn en~merated events, ~f matenal. The Annual Report will be filed by the City with each Nat~onally Reco~nized Municipai Sec~rities Information Repasitary, and with the appropriate State information depository, if any. T'he not~ces of mater~ai e~ents will be ~led by the City ~~it1~ the 11!Iunicipal Secur~ties Rulemak~ng Board (and w~th and w;th the appropriate State informauon depasitory, if any) The specif~c nature of the informat~on to be contained in the Annual Report or the notices of matenal events ~s summarized below m APPENDIX A-"SUMA~ARY OF THE PRINCIPAL LEGAL DOCUMENTS " These cavenants have been made in order to assist the Underwnter in complying with S.E C Ruie 15c2-12(b){5). The summanes or references to the Trust A~reement, Lease Agreement and other documents, agreements and statutes rzferred to herein, and the descnpt~on of the Certificates -2- m~iu~ed in th~s ~fficial Statement, do not purpart to be comprehensive or definitrve, and such summanes, references and descnptions ara qual~tied in the~r ent~ret~es by ref~rence to each such document or st~tute. Ali cagitahzed terrt~s used in this Official 5tatement (unless otherwise defined herein) which are defined m the Trust Agreement or the Lease Agreement shall have the meanmgs set forth therem, some of which are summarized ~n APPENDIX A-"SUMMARY QF THE PRINCIPAL LEGAL DOCli 11~EIv"I'S " THE CERTIFICATES General The Certificates evider~ce and represent fraetional undivided ~nterests of the Owners thereof in the gr~ncipal a~d interest companents of Base Rental Payments to b~ made by the City pursuant to the Lease Agreement The Certlficates will be executed and del~vered in two separate Senes evidencing the respect~ve aggregate principal companer~ts in the amounts set farth on the cover hereof. The Certificates will be dated August 15, 199~ T~ie Cert~f~cates will be executed and del~~ered ~n pruicipal amounts of $S,OOQ or integral ~~ultipl~s thereof_ Interest represented by each Certificate w~ll acerue on the pruicipal components represented by such Certzficate at the applicable interest rate from August 15, 1995 until its date of maturity or pnor prepayment, with interest becomfng payable on each January I and July l, commencing ]ul}~ 1, ~996 Interest evidenced by each Certificace ~~v~il be computed on the basis of a 360-day year ~ons~st~ng of twelve 30-day months. Registration, Transfers and Exchan~es The Certificates w~ll be executed and d~I~vered as fully registered certificates, registered in the name of Cede & Co as no~mne~ of The Depositnry Trust Company, New York, New York ("DTC'~), and wtli be arailable to actual purchasers of the Certaficates {the "Beneficia~ Owners") ~n the denommati~ns set forth above. ~nder the book-entry system mafnta~ned by DTC, anly through brokers and dealers who are or act thraugh DTC Participants (as defined herem) as described herefn Beneficiat Owners w~ll not be entitled to recerve ~hysical delivery of the Cert~ficates 5ee "THE CERTIFICATES - Baok-Entry 4nly System " In the event that the book-entry-only system is no longer used ~~~ith resp~ct to the Certificates, the C~rtificates w~ll be reg~stered and transferred in accordance «~~th the Trust Agreement See "THE CERTIFICATES - Baok-Entry Only System -- Discont~nuance of DTC Service " Prepayment The Certificates are not sub~ect to optianal piepayment Prepayrrae~t frQrrc CQnderr~natior~ Award o~ Ir~surance Proceeds. The Certsficates are sub~ect to prepaVment on an}~ date pnor to their r2spzcti~~e Prutcipal Payment Dates, in whole or in part, m Authonzed Denommations, from and to the extent of any insurance proceeds or condemnatian award in excess of $50,OD0 paid ti~~ith respect to atl or a portion of the Property remaimng after payment therefr~m of all reasonable expenses incurred m the collect~on thereof ("Net Proceeds"), depasited by the Trustee in the Pregaytnent Fund and not used to repair or replace the Property, at a prepayment price e~qual to the pnncipal componen~ e~idenced and represented thereby, plus accrued interest evid~aced and represented thereby to the date f~ed for prepayment, without premium_ -3- See "SECURITY AND S~URCES OF PAYMENT FOR THE CERTIFICATES - Insurance " Selection of Certificates for Prepayment. Whenever less than all of the outstandmg Certificates are to be prepaid on any one date, the Trustee will select the Cert~ficates to be prep~ud proportionately among Certificates w~th different stated Pr~ncipal Payment Dates, if any, and by lot among Certificates with the same Pr~ncipal Payment Date in any manner that the Trustee deems fair and agpropnate. Decisions as to ~~~hich Cert~ficates shall be prepaid shall be final and bmdin~ upon the City, the Authanty and the ~wners For purpases of such selection, any Certificate may be prepaid in part ~n Authorized Denom~nat~ons. Notice of Prepayment. When prepayment of the Cert.ificat~s is authorized pursuant to the Trust Agreement, the Trustee shall gi~~e not~ce, at the expense of the City, of the prepayment of the Cert~ficates. Wh~le the Certif~cates are sub~ect to DTC's book-entry system, the Trustee will be required to gz~e notice of prepayment only to DTC as provided in ihe letter agreement among the City, the Trustee and DTC, an~ the Trustee ~~%ilZ not be requirea to give any such notice of prepayment to a~y ather persan or entity DTC and the Participants will have sole responsibihty for provid~ng any such not~ce of pre~ay~ment to the beneficsal owners af the Certificates to be prepaid Any failure of DTC to notify any Partic~pant, or any failure of Par[icrpants to notify the Beneficial 4wner of any Cert~f~cates ta be prepa~d, of a notice af prepayment or its cantent ar effect will not affect the validity of the notice of prepayment, or alter the effect af prepaymeni descnbed below under "-Effect ~f Prepayment " During any per~od in which the Ce~rtificates are not sub~ect to the book-entry system, notice of prepayment af any Certlficates to be prepa~d ~~ill be given to the respective Owners of Certificates designated for prepayment by first-class mail, postage prepaid, at their addresses appearing on the registration books of the Trustee as of the close of business on the day befare such notice of prepayment is given, at least 30 but not more than 60 days pnor to the prepayment date Such notice must alsa be g~ven to each of certain specified se~urities deposrtones aztd to certain other specif~ed services Effect of Prepayment. If not~ce of prepayment has been duly grven as aforesaid and moneys for the payment of the prepayment price of the Cen~ficates to be prepa~d are held by the Trustee, then on the prepayment date des~gr~ated in such not~ce the Certificates so called for prepayment will become payable at ~he prepayment pr~ce specified in such notice; and fram and after the date sa designated interest represented by the Certificates so called far prepaymEnt wi11 cease to accrue, such Cert~ficates ~~vill cease to be entxtled to any benefit or secnrity under the Trust Agreement and the Owners af such Cer[lficates w~ll have no nghts in respect thereof except to recei~e payment of the prepayment ~rice represented thereby. The Trustee will, upon surrender for payment of any of the Certifieates to be prepaid, pay such Certificates at the prepaymen~ price thereaf All prepaid Certi~cates wzll be canceied b}~ t~i~ Trustee and shall not be redelivered Book-Entry Only System DTC will act as securities depos~tary for the Certificates. The Cert~ficates will be executed and del~vered as fully-registered secunties registered in the name of Cede & Co. (DTC's partnership nominee). One fully-re~istered cert~ficate will be issued for each matunty of -~ the Certificates. each in the inrtial aR~regat~ pnncipai amount of such matunty, and will be deposited with DTC y DTC is a limited-purgose trust company organized under the New York Banking Law, a "bankmg organizat~on" within the meanin~ of the Ne~v York Banl~ng Law, a member of the Federal Reserve System, a"clearin~ corporatiori ' withui the mearung of the New York Uniform Commercial Cade, and a"cleanng agency" reg~stered pursuant to the provisions of Sectian 17A of the Securiues Exchange Act of 1934_ DTC halds securftFes that its participants ;"Participants''} deposit with DTC DTC alst} facilitates the settlement among Partscipants of securitaes uansactions, such as transfers and gledges, in deposited secunties through electronic computerized book-entry changes m Part~cipa~ts' accounts, thereby eiiminat~ng the need fa: physical movement of secunties certificates "Direct Participants" inelude secur~t~es brokers and dealers, banks, trust companies, clearFng corporat~ons, and certain ather organizat~ons DTC is owned ~y a number of ~ts D~reet Part~cipants and by the I~ew York Stock Exchange, Inc., the Amencan Stock Exchange, Inc , and the Nat~onal Associat~on of Secur~ties Dealers, Inc. Access to the DTC system is also available to others such as secunties brokers and dealers, banks and trust compan~es that clear through or maintain a custod~al relatzonship with a Dxrect Participant, ei~her directly or indirectly {"Indirect Part~cipants") The Rules applicable ta DTC and its Partzcigants are on ~le with the Securit~es and Exchange Commission. Purchases of Certif~cates under the DTC system must be made by or through Direct Part~cipants, which will receive credrt for thz Certtticates on DTC's records. The ownership ~nterest of each Beneficial Owner is ~n turn ta bz recorded on the~ Duect and Indirect Participants' records Beneficial 4wners ~~u~ll nat recen~e ~;~ritten confirrnation from DTC of their purchase, but Beneficial Owners are expected to receive ~vritte~n conf~rmat~ons providing details of the transactian, as well as per~odic staten~ents of the~r holdings, from the Direct or Indirect Partieipant through which the Benef~c;al O~~~ner entered into the transaction. Transfers of ownership interest in the Certificates are to be accomgl~shed by enmes made on the books of Parucipants actutg on behalf of Benefic~al Owr~ers Beneficial Owners will not receive certificates representing their ownersh~p interests in Certificates, except in the event that use of the book-entry system for the Certificates is d~scontinued To facihtat~ subsequen~ transfers, all Cert~f~cates deposited by Participants with DTC are registered m the name of DTC's ~artnersh~p nominee, Cede & Co The deposit of Certificates with DTC and t~eir registration in the name of Cedz & Co. effect ~o change zn beneficial ownership. DTC has no kno~~led~e of the actual Beneficial Owners of the Cert~f~cates; DTC's records reflect only the identity of the D~rect Part~cipants to w~hose accounts such Cer~ificates are credited, which may or may not be the Beneficial Qwners Th~ Participants will remafn responsible ior kee~in¢ account of the~r hold~ngs an benalf of their custorners Conveyance af notices and other commumcatFOr-s by DTC to Direct Part~cipants, by Direct Participants to Indirect Part~cipants, and by Direct Participants and Indirect Partic~pants to Beneficial Owners will be gaverned b~~ arrangements among them, sub~ect to any statutory or regulatory requirements as may be ~n effect from time to time Prepayment notices will be sent to Cede & Co If less than all of the Certificates withm a maturity are being prepaid, DTC's pracuce is ta determine b~T l~t the amount of ~he interest of each Direct Partscipant in such matur~ty to be prepa~d Neither DTC nor Cede & Co ~~~ill cot~se~nt or vote with respect to Certlficates Under rts usual procedures, DTC mails an Omnihus Proxy to the City as soan as possible after the record date. The Omnibus Proxy assigns Cede Nz Co 's consenting or voting rights to tt~ose Direct Participants to whose aecounts the Certificatzs are credited on the record date (ident~fied in a list~ng attached to the ~mmbus Prax}~) -5- Pnncipal and interest payments with respect to the Cert~fcates w~ll be rnade to DTC. DTC's practice xs tfl credit D~rect Part~c~pants' accounts on the payment date in accordance with their respecti~e holdings shown on DTC's records unless DTC has reason to believe that it w~ll not receive payment on a payment date Pa}rments b}~ Participants to Benef~cial Owners will be governed by standing instruct~ons and customary practices, as is the case with secunt~es he~d for the accounts of customers in bearer form or registered in "street narne," and will be the responsibility of such Part~cipant and not of DTC. the Trustee ar the City, sub~ect ta any statutory ar regulatory requirements as may be ~n effect from time to t~me. Payment of principal and interest to DTC is the responsibility of the C~ty or the Trustee, d~sbursement of sUCh payments to Direct Participants will be th~ resgonszbil~ty of DTC, and disbursement of s~ch payments to the Bene~cial O~vners will be the responsibil~~y of Direct and Ind~rect Parttclpants The City cannot and daes not give any assurances that DTC Participants or others will distnbute payments with respec[ to th~ Certificates received by DTC or its naminee as the registered Ow~er, or any prepayrnent c~r other not~ces, t~ the Beneficial Owners, or that t~ey will do so on a timely basis, or that DTC will sen~ice and act ~n the manner descnbed in this Official Statement The C~ty, the Author~[y and tlje Trustee cannat ar~d do not ~~ve any assurances that DTC will distribute to Part~cipants, or that Part~cipants or others w~ll distribute payments of pnncipal ar interest with respect ta the Certificates paid to DTC ar its nommee as the registered Owner, or any prepayment or other notices, to the Beneficial Owners, or that they will do so on a tirnely basis or will serve and act in the manner descr~bed in th~s Official Statement. The City, the Authanry and the Trustee are not responsible or l~able for the fatlure of DTC or any Participants ta make any payment or give any notice ta a Bzneficial Owner rvith respect to the cert~ficates or any error or delay relating thereto The forego~ng descript~on af the procedures and record-keeping with respect to beneficial ownership interests in the Certificates, payment af principal. interest and other payments with respect to the Certificates to Participants or Senef~ciai Owners, confirmation and transfer af beneficial ownership interests in such Cen~ficate~s and other related transact~ons by and between DTC, the Participants and the Seneficial O«~ners ~s based on information ~rovided by DTC. Accordingly, the City takes no resgansibility for ti~e accuracy thereof Discontinuance of DTC Ser-vice. In the event that {a} DTC determines nQt ta cont~nue to act as secunties depository for the Certificates, or {b} the City determines ta remove DTC from its functions as a depository, DTCs role as securit~es depository for the Certificates and use of the book-entry system wi11 be d~scontinued if the City fails to select a qualified se~urit~es depository to replace DTC, the C~ty ~ti~ill cause the Trustee to execute and deliver new Certificates ~n fully registered form in such denom~nat~ons numbered in the nianner determmed by the Trustee and reg~sterEd in the names af such persons as are requested by the Benefic~al Owners thereof Upon such registrauon, such persons in whose names the Certificates are registered w~ll become rhe registered O~~ner5 of the Cert~f~eates for all purposes. The following provisions regarding the exchange and transfer of the Certificates apply only d~snng any penod in which the Certificates are not sub~ect to DTC's book-entry system. While the Cerhficates are sub~ect DTC's book-entry system, their exchange and transfer will be effected through DTC and the Part~c~pants and wtll be sub~ect to the proced~res, rules and requirements estabhshed by DTC All Certi~cates are transferable by the Ov~~ner thereof, in gerson or by his or her attorney duly authorized in writing, at ti~e pr~nc~~al c~rporate trust office of the Trustee on the books required to be kept by the Trustee pursuant ro the provisions of the Trust Agreement, u~on -~ surrender of such Certificates for canceliatian accompamed by delivery of a duly executed wntten mstrument of transfer in a form approved by the Trustee. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shail be o~~erdue, and the Trustee shall not be affected by any knowledge or not~ce to the contrary; and payment of the interest and pnncfpal represented by such Certif~cate shall he made only to such Owner, which payments shatl be valid and effectual to satisfy and discharge the habihry represented by such Cert~ficate to the extent of the sum ar sums so paid. Whenever any Cert~f~cate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate c~r Certificates represenring the same pnnc~pal amount and having the same Pru~cipal Payment Date ~n such Authonzed Denominat~ons as the Owner thereof may request_ The TruStee will reyu~re the payment by any Owner requesting such transfer of any tax or other ga~ernme~ntal charge reyutred to be paid w~th respect to such transfer. Certificates may be exchanged at the prtnc~pal corporate trust office of che Trustee for a like aggregate pnncipal amount of Certificates having the same Pnncipal Payment Date m such Aut~onzed Denominations as the O«ner thereof may reyuest The Trustee will require the payment by the Owner requesting such exchange of any tax or other governmental charge required ta be paid with respect ta such exchan~e The Trustee will not be requ~red ta transfer or e~:ehange any Ceruficate durmg the penod commencmg on the date frve days before the date of seiection af Certificates for prepayment and ending on the date of maii~ng not~ce of such pa~~ment, nar w~ll tt~e Trustee he required to transfer ar exchange any Certificate or portton therzof selected for prepayment from and after the date of ma~lmg the not~ce of prepayment thereof. ESTIMATED SOURCES A11~TD USES OF FUIlDS The est~mat~d sources and uses of fnnds with rzspect to the Cer~f~cates are shown below. S4URCES Principal Amount of Cert~ficates $ Less: Or~g~nal Issue D~scount Aecrued Interest Tatal Sources $ USES Payment of Prior Cert~ficates Interest Fund (1} Certificate R~serve Fund (2} $ Cast of Issuance Account (3) Underwnter's Discount Total Uses $ (1) Represents ac:~rued interest wjth respect to the Cert~fcates from August _, 1995 to the del~very date theraof (2) Equal to the Certificate Resene Fund Requuemeiit (3} Includes legal, financial ad~ isary, rat~ng agency. pruit~ng and ather mrscellaneous costs of ~ssuance -7- BASE RENTAL PAYI~•iENT SCHEDULE FollowFng is the combmed annual schedule of Base Rental Payments due with respect to the Certificates Penod Ending Princ~pal Interest Total (Julv 11 Comnonent Comnonent Pavrnents 1996 ~ $ $ 1997 1998 1999 2000 2001 2402 2003 2004 2005 2006 2007 Tota1 $ $ $ THE PROPERTY The Property consists ~f an Airport Aclministrat~on/Terminal Building and a Specialty Fixed Base Operator Hangar Buildin6, and the real property on which they are situated, located at the Santa Monica Municipal Airport. The Adm~nistration Building is approxunately 21,000 square feet in size, of which 11,D00 sc~uare feet is leasable affiee space, 3,000 square feet is a restaurant, and the remainder ~s devoted to A~rport offices and general aviation terminal area The Hangar Buildfng is approximatel}~ 45.000 square feet in size and is leased for aviation service operations such as a~rcraft repair and maintenance, flight instruct~on and chanerlair taxi operations. The C~ty is committed ta provide these facilities under the terrns of its agreement with the U S ga~+ernment. City. The Santa Monica Airport occup~es a 215-acre s~te ~n the extreme southeast ..orner of the PLAN OF REFUNDING A portion of the proceeds af the Certificates will be deposFted with Bank of Amenca National Trust and Savings Associat~on, as trustee (the "Prfor Trustee"} for the Pnor Certificates under the Trust Agreement Relat~ng to Airport Faciiities, dated as af October i, 1985 (the "Pnor Trust Agreement"}, by and among the Pr~~r Trusiee, the C~ty and Secunly Pac~fic Nat~onal Barik, as lessor Such portion of the proceecEs, to~ether w~th other moneys on deposit tn the funds and accounts established under the Pnor Trust Agreement. wi11 be used to purchase certain securit~es (the "Refunding Securit~es") which, to~ether with investment earnings therefrom, will be in amounts calculated to be sufficient to pay scheduled debt servfce requirements with respect to the Pnor CertFficates ta and including October 1, 1995 as weil as to pro~ide for the prepayment ~f the Prior Certificates outstanding on October 1, 1995 at a redempt~on pr~ce of 102_5% of the par ar~ount {collec~i~ely, the "Pnor Certif~cates Dzfeasance Requirements"}. -8- Upon deli~ery af the Certifzcates, the City tivili make valid arrangements to take a~ actions required by the defeasance pro~~isions af the Prior Trust Agreement to the end t~at, in accordance with the provisions of the Pnor Trust Aareement, the Pr~or Certificates will no longer be deemed to he outstanding and unpaid thereunder and, in accordance w~th the provisions of the Lease Agreernent Relating to Airport Faciliues {the "Pnor Lease") purst~ant to whicr the Property is currently leased and interests in ~~hich are represented by the Prior Certificates, the Pr~ar Lease will be terminated Ernst & Young, an independent firm of cert~f~ed pubhc accountants, will ~~erify the anthmetical accuracy of certain camputations relating to the sufficiency of amounks to lae deposited with the~ Prior Trustee a~d s~bsequent earmngs thereon to be used to pay the Prior Certff~cates Defeasance Require~nents Se~e "VERIFICATION." SEC[TRITY AND SOURCES OF PAYMEtiT FOR THE CERTIFICATES Nature af the Certificates Each Certificate evidences and represznts a fract~onal undi~~ded interest ~n the gr~ncipal camponent of the Base Rental Payment due under the L.ease Agreement an the gayment date or prepayment date of such CertFf~cate, and the ~nterest coraponent af all Base Rental Payments (based on the stated interest rate with respect to such Certificate) to accrue from A~gust 15, 1995 to its payment date or prepayment date. as the case may be The deszgnat~on of the Cert~f~cates as separate Senes ~s for purposes of distingu~shing the taxable Certificates fram the tax exempt Cert~f~cates, the Cert~ficates are equall~~ sec~red under the Trust Agreement except as othen3~ise expressly~ pro~-ided therein The Author~ty, pursuant to the Assi~nment Agreement, wxll assxgn to the Trustee for the benefit of the Certificate Owners all of the Authority's nght, title and interest in and to the Facilities L,ease and the Lease Agreement, includ~ng, ~vithout limitation, its right ta rece~ve Base Rental Payments to be pa~d Uy the City under and pursuant to the Lease Agreement; provided that, the Authonty w~ll retain the nghts co ~ndemnification and to payment of reunbursement af its reasonabl~ costs and expenses u~der the Lease Agreement The City will pay Base Rental Payments directly to the Trustee, as ass~~nee of the Author~ty See "Base Rental Payments" belaw. ~ CQ~enant ta Appropriate Funds for Rental Payments The City has eovenanted in the L~ase A~reement to take such act~o^ as may be necessaty to ~nclude all Base Rental Payments and Add~z~onal Rental Payments due under the Lease Agreement as a separate Iine item ~n ~ts annual budgets a~d to make the necessary armual appropnat~ons therefor Abatement Base Rental Payments and Add~tional Rental Payments are paid by the City in each rental penod for and tn cons~deratzon of the n~ht ta use and occupy the Progerty dunng each such penod Except as ott~erwise prov~ded in thz Leasz A~reement, during any period in which, by reason of matenal damage to, or destruct~an or condemnation of, the Property, or any defect in title to the Property, there is substant~al tnterference ~~ith the City's right to use and occugy any portion of the Property, rental payments due under the Lease Agreement will be abated proport~onately The amonnt of sUCh abatzment v~~ill be such that the result~ng rental payments wil~ not exceed the fair rental value of the partzon of the Property w~th respect to which there is na such substantial interference with the C~t}~'s r~~hc ~o use and occupancy Suc3~ abatement will cant~nue for the penod commencznQ on the date af such interferenee result~ng from such damage, -9- destruct~on, condemnation or title defect and. w~th respect ta damage to or destruct~on af the Praperty, ending with the substantial completion af the work of repair or replacement of the Property, or portion thereof, so damaged or destroyed In the event of any such substant~al interference, the Lease Agreement conunues ~n full farce and effect, and the City waives any right to terminate the Lease Agreement by ~~rtue of such substanttal interference The Trustee cannot terminate [he Lease Agreement in the event of such substantial interference Abatement ~f Base Rental Payments and Add~t~onal Rental Payments is not an event Qf default under the Lease Agreement and does not permit the Trustee ta take any act~on or avatl itself of any remedy agamst the City. See Appendix A-"SU~IMARY 4F THE PRINCIPAL LEGAL DOCUMENTS - The Lease A~reement - Rental Abatement." Notw~thstanding the foregoin~. to the extent that moneys are available for the payment of rental payments m any of the funds and accounts estabhshed under the Trust Agreement, rental paymer~ts will not be abated as providec~ above but, rather, will be payable as a special abhgations payable solely from such funds and accounts Action an DefaWt Should the City default under the Lease A~reement, the Trustee, a.s ass~g~ee of the Authoxity under the L~ase Agreement, may terr~inate the Lease Agreement ~nd recover certain damages from the City. or may retain the Lease Agreement and hold the City liable for all Base Rental Paym~nts thereunder on an annual bas~s Base Rental Payments may not be accelerated uQan a default under the Leasz Agreement See "RISK FACT4RS." For a descnption of the e~ents of default and permitted remedies of the Trustee {as assigt~ea of the Authar~ty} contained in the Lease A~reement and the Trust Agreemeni, see Append~x A-"SUMI~ZARY OF THE PRINCIPAL LEGAL DOCUMENTS - The Lease Agreement - Defaults and Remedies" and "- The Trust Agreeme~t - Default and Lunitatians of Liab~ty " Certi~icate Reserve Fund A reserve fund (the "Certificate Reserve Fund") is established by the Trust Agreement and is required to be funded imtially from praceeds of the Certi~cates in the amount equal ta the least of (i} the maximum amour-t of the Base Rental Pa~ ments ev~denced and represented by the Senes A Certificates coming due ~n any one year, {ii) "10~7'0 of the praceeds of the issue" wrth respect to t~e Senes A Certfficates within the meaning of Section 148 of the Internal Revenue Code of 1986, and {i~i) 125~~ of the average amount of Base Rental Payments evidenced a~d represented by the Senes A Certificates comin~ d~e in each year {the "Cert~ficate Reserve Fund Requirement") The City may substitute a Crzdit Facility for all or a gart of the moneys an depasit in the Certi~cate Reserti~e Fund, as provided in the Trust Agreement Amounts in the Certificate Reserve Fund are ta be used onl}~ to make payments w~en due an the interest components and pr~ncipal cornponents e~•~dence.d and represented by the Certificates to the extent that amounts on deposit in thz Interest Fund and Principai Fun~ are insufficient therefor. Iti addition, moneys, ~f an}~, on deposit ~n tl~e Certificate Reserve Fund ~vill be w2thdrawr, and applied hy the Trustee for the final pa}~ment on the Certificates. If the sum of the amount on deposit ~n the Certificate Reser~e Fund, plus the amount available under all available Credlt Facilities, is less than the Cert~ficate Reserve Fund Requ~rement, the f~rst of Base Rental Payments thereafter rece~ved from the C~ty under the Lease Agreement and not needed to pay the ~nterest or pnncipal components payable ta the Owners on the next Interest Payment Qat~ or Pnnc~pal Payment Date will be used to increase the a~nount on depos~t in the Certsficate~ Reserve Fund t~ an ar~naunt ~vh~ch, when added to the amount avaulal~le ^nder all availabie Cred~t Faczlities, will be ec~ual the Certificate Reserve Fund Requuement -10- Base Renta~ Payments Far the r~ght ta the use and occupancy of the Property, the Lease Agreement reqnires the City to make Base Rental Payments Base Rental Payments are ~ue arid payable on each Interest Payrnent Date and each Pr~ncipal Payment Date To secure the payment c~f the Base Rental Payments, the Clty will pay to the Tcustee. for depos~t into the Base Rental Payment Fund, on the fifteenth day before each such date an amount suffic~ent ta pa}~ the Base Rental Payment due on such date. Pursuant ta th~ TrusE Agreement, on each Interest Payme~t Date and each Principal Payment Date, the Trustee will transfer amounts i^ the Base Rental Payment Fund as are necessary to the Interest Fund and the Pnnc~pal Fund to pravide for the payment of the interest and pruicipal in respect of the Certificates Scheduled Base Rental PaymenEs relat~ng to the Certificates are set forth abo~e u~der the heading `BA3E RENTAL PAY~El~'T SCHEDULE " THE OBLIGATION OF THE CITY TO A7AKE THE BASE RENTAL PAYMENTS DOES NOT CONSTIT'UTE A DEBT OF THE CITY OR THE STATE QR OF ANY POLT~ICAL SUBDIVISION THEREQF ~~ITHIi~1 THE MEAIVING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CTTY OR THE STATE ~S OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED AIVY FQRM OF TA~ATION Additional Rental Payanents For the nght to the use and occupanc}~ of the Property, the Lease Agreement requ~res the City to pay, as Additional Rental pa}•~ments th.ereunder_ in additian to the Base Rental Payments, such amounts as shall be regu~red for the payment of tt~e fallowing: {1) All taxes, assessrnents of any type or nature char~ed to the Authority or the City or affect~ng the Property or the respecti~e interest~s or estates of the Authority or the City therem, or affecting the amount a~ailable to the Authar~ty frorn rentals received for the retirement of th~ Cerrificates (mclud~ng taxes or assESSments assessed or levied by any governmental agency or distnct ha~usg power ta levy taxes or assessmer~~s). (f~) All reasonable admin~stratr~-e casts flf the Authonty relating to the Property in~Zud~ng, but without lim~ting the genzralsty of the forego~ng, salaries, wages, all fees and expenses. compensation and indemmticat~on of Ehe Trustee gayable by the Aut~anty under the Trust Agreement, fees of auditors, accountants, attorneys or enguteers, and aIl ather necessary and reasonable adm~nis~rative costs of the Autharity ar charges requ~red to be paid by it m order to maintain its existence or ta compi~r ~vith the terms of the Certificates or of the Trust Agreement or to defend tlie Authonty and ~ts members, c~fficers, agents and employees. (iu} Insurance premiurns for alI insurance requ~red pursuant to the Lease Agreement {i~} All other payments requ~red to be paid by the C~ty under the provisians of the Lease Agreement (~) Any ainounts with respect ta the Le~ase Agreement ar the CertLficates required to be rebated to the federal go~~ernment in accordance «~ith section I~8{~ of the Code. -11- {~i} Ail other payments required tu be~ paid by the City under ~e provisions of the Trust Agreement Amounts const~tuting Additional Rental Payments will ~e pa~d by the City directly to the person or persons to whom such arnounts shall be payabie Insurance The Lease Agreerrjent requ~res the City to cause ta be maintair~ed casualty msurance msunng the Pro~erty aga~nst fire, l~ghtning and all ather nsks corered by an extended coverage endorsement {exciudxng earthquake and flood} to the fuIl insurable value of the Progerty, subject tQ a$500,440 loss deductible pro~ision Full ~nsurable vaiue may be not less than the outstanding pnncipal amaunt of the CerC~ficates The Lease Agreement rEquires the Cit}~ to cause ta be mavitained, thraughout the term of the Lease Agreement, rental tnterruption insurance to cover the Authonty's lass, total or partial, of Base Rental Paymen~s result~ng from the loss, total or part~al, af the use of any part of the Praperty as a result of any of the hazards covere~d ~y the casualry insurance descnbed m the preceding paragraph, in an amount suffic~ent at all t~mes ta pay an amount not less than the product of two t~mes the m~imum amount of Base Rental Payme~ts scheduled to be patd during any rental penod The casualty insurance required b~r the Lease Agreement may be maintained in whole or an part in the form of self insurance by the City, in compliance with the terms of the Lease Agreement. The City is aiso required to obtam certain pubhc hability and properry damage insurance coverage in protect~on of the Authority and the C~ty and worker's compensauon insurance as descr~bed in Appendix A-"SUMA~ARY OF THE PRL~ICIPAL LEGAL DOCUMENTS - The Lease Agreement " The City is required under the Lease Agreement to obta~n title insurance on the Property in an amount of nat less than the aggre~ate pnncipal amount of the Cert~ficates, sub~ect only to Permitted Encumbrances, naming the Trustee as the loss payee under the policy. RISK FACTORS T'he follaw~ng factors, along with the o~her informat~on in this Of~eial Statement, shouid be considered t~y potential in~~estars in ez~aiuating purchase of the Certificates. However, they do not purport to be an exhaustive l~sting of risks and other cons~derat~ans which may be relevant ta an investment in the Certificates In addition, the order in which the following factors are presented is nat intended to reflect the relat~ve importance of any such r~sks General Considerations - Security for the Certificates The obl~gat~on of the City to make the Base~ Rental Payments does not consutute a debt of the C~ty or the State or af any pai~tical subdi~~ision thereof within the meanmg af any constitutional or statutory debt l~mit or restrictian. and does not constitute an obligation for which the Ciry or the State ~s obh~ated to levy or pledge any form of taxat~on or for which the City or the State has le~~ed or pledged any form of taxaraon Althaugh the Lease Agreement does not create a pledge, lien or encumbrance upon tl~e funds of the City, the City is abligated under the Lease Agreement to pay the Base Rental -12- Payments and Additxonal Rental Fayme~nts trom an}f source of legally available funds and the City has covenanted in the Lease Agreement that it wtll take such act~on as may be necessary to include all rental payments due under the Lease Agreement as a separate hne item in its annual budgets and to make necessary annual appropr~a~ions for all such rental payments The Crty ~s currentiy lsable and may become Iiab~e on aEher obi~gat~ons payable frorn general re~enues, some af which r~nay have a prionty over the Base Rental Payments The City has the ~apacity to enter into other obligations which may const~tute addi~ianal charges aga~nst its revenues. Ta the extent that add~uonal oblxgat~ans are incurred by the C~ty, the funds available to make Base Rental Payments may be decreased In the event the City's revenue sources are less than ~ts tatal o~Iinations, the City coutd choose ta fund other act~vit~es before makuig Base Rental Payments and other payments due under the Lease Agreement. Abatement In the ev~nt of substant~al intertereilce with the Ciry's right to use and accupy any portion of the Pr~perty by reason of damage to, or destructian or condemnat~on of the Property, or any defects in t~tle ta the PrQperty, Base Renta~ Payrnents will t~e subject to abatement See "SECURITY AND SOURCES OF PAYA~IENT' FOR THE CERTTFICATES - Abatement." In the event that such port~an af the Property, if dama~ed ar destroyed by an~sured casualty, cauld not be replaced dur~ng the penod of time in ~}hich proceeds of the City's rental interruption ~nsurance will be ava~lable ~n l~eu af Base Rental Payments, pius the penod for which funds are available from tt~e Certificate Reserve Fund or other funds artd accounts esta~l~shed under the Trust Agreement, or in the event that casualty insurance proceeds are ~nsufficient ta pravide for compiete repafr or replacement of such ~ort~on of the Property or prepayment of the Cert.~ficates, ~here could be insufficsent funds to make payments t~ Owners in full Seismic Considerations The City, lrke mos~ regions that border the Pacif~c Ocean. is an area of signi~ca~t se~smic act~~riy and, theref~re, is sub~ect to potentiall~~ ~estrucuve earthquakes The San Andreas fault is the ma~or act~ve fault in Califarnia, and ~s approx~mateiy 40 miles from the Property Severai acti~e or potent~ally active faults are located claser to the Praperty, utcluduig the Santa Monica fault, the Mal~bu Coast fau]t and the I~e~~~port-Inglewood fault According ta the City of Santa Momca Final Master Environmental Assessment (dated February 1992), the City is sub~ect to sometimes violent shaking from per~t~dic earthquakes and a small partion af the City couid be sub~ect to liquefact~on ~n the event of a s~za~le earthquake Absence of Earthquake and Fload Insarance The City is not required under the Lease Agreement to maintain earthquake or flood lnsurance on the Property. See "SECURIT~' AND SOURCES OF PAYMENT FOR THE CERTIFICATES - Insurance " Limited Recourse Qn Default If t~e C~ty defaults on its abligations to rnake rental payments with respect Eo ihe Property, the Trustee, as assignee of the Authorxty. may re~tacn the Lease Agreement and hold the City liable for all rental payrments on an annual basis and ti~ill ha~re the nght to re-enter and ze-let the Property. In the event such re-lettfn~ occurs, the C~ty ~~vauld be liable for any resalting deficiency in rental payments Altematively, the Trustee may term~nate the Lease A~reement with respect to the Property and proceed a~ainst the City to recover damag~s pursuant to the Lease Agreement. -13- Due to the special~zed nalure of thz Property, no assuranc~ can be given that the Trustee w~ll be able to re-let any port~on of the Property so as to pravide rental income sufficient to make pr~ncipal and interest payments with respect to tY~e Certificates ~n a t~mely rnanner, and the Trustee is not empowered to sell the fee interest tn the Praperty for the benefit of the ~wners of the Certificates In addition, due to the goe~ernmental function of the Praperty, it is not certain whether a conrt would permit the exercase of the remedies of repossessian and re-lett~ng with respect thereto. Any suit for money damages ti~ould he sub~ect ta l~mitatians an legal remed~es against cihes in the State, including a limitation on enfarcement of ~udgments against funds needed to serve the public welfare and interest Moreover, there can be na assurance that such reletting will not adversely affect the exclusion of any interest component of Base Rental Payments from federal or state income taxat~on No Acceleraaon ti pon Default If the City defaults an its obli~ation to make Base Rental Payments, there is no available remedy of acceleration of the total Base Rental Pa}~ments due a~er the term of the Lease Agreement. The City will only be hahie for Bas~ Rental Payments on a.~ annaal basis, and the Trustee wouid he required to seek a separate ~udgment tn each fiscal year for that fiscal year's rental payrnents Loss of Tax Exemption As discussed under the heading `~"~-X MA~1"1 ~RS," the interest represented by th~ Senes A Cert~ficates conid become includahle in gross income for purposes of federal mcame taxat~on retroactive to the date af delxvery of the Series A Certificates, as a result of acts or omissions of the City in violat~on of its covenarrt~ in tYte Trust A`reement and the Lease Agreement. Should such an event of taxability occur, the Series A Certificates would not be sub~ect to a special prepayrnent and wouid remain Outstand~ng until maturity or unt~l prepaid under the prepayment provisions contained ~n the Trust Agreement No Liability af Authority to the O«ners Except as expressly pravided in the Trust Agreement, the Authonty wxll nat have any obligation or liabil~ty to the O~~~ners of the Certificates w~th respect to the payment when due of the Base Rental Payments by the City, or w~th respect to the performance by the City of other agreements and co~enants required to be performed by it car~ta~ned in the Lease Agreement or the Trust Agreement, ar with respect to the per~ormance by the Trustee of any nght or obhgatiar: requued to be performed by it contained Fn the Trust Agreement CONSTITL]TIONAL AND STATUT4RY LI1I~ITATION5 ON TAXES AND APPROPRIATIONS Artiele XIIIA of the California Constitution In 1978 Cal~fornia voters approved Proposrtic~n 13. add~ng Article XIIIA to the Califonua ConstFtution. Article XIIIA was suhsequently amended in 1986, as discuss~d below Article XIIIA l~mits the amount of any ad ti~alore~ja tax on real property to l~lo of the full cash value thereof, except that add~tional ad valorem taxes may be le4•~ed to pay debt service an indebtedness apprflved by the voters prior to July l, 1978 and on bonded ~ndebtedness for the acquisit~on or imgro~ement of real property ~;°hich has been approved on or after July 1, 1978 by two-thirds of the ~~aters voting on s~ch andebtedness Article XIIIA defines full cash value to mean "the county assessor's ~•aIuation of real ~roper[y as sho~~~n on the 1975-76 tax bill under "full cash" or thereafter, the appraised ~alue of real ~roperty when purchased, newly constn~cted, -1=~ or a change m ownersh~p have accurred after the 1975 assessment." This full cash value may be increased at a rate nat to exceed 2~I~ per year [o account for inflation Article XIIIA has subszquently been amended to permit reduct~on of the "full cash value" base in the e~ent of declining property ~~alues caused by damage, destruct~an or other factors, to provide that there would be no increase ~n the. "full cash value" base in the event of reconstruction of property damaged or destroyed ~n a d~saster. Legislatian Implementing Article XIIIA Legislatian has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local a~encies are no longer permitted to levy directly anv property tax (except to pay voter-approved ~ndebtedness) The l~lo property tax is automatically levied l~y the county and distnbuted accord~n¢ to a formula among taxing agencies. The formula agportions the ta~c roughly in proportaan to the relat~~~e shares af ta3ces le~ied pnor to 1979. Increases of assessed valuat~on resulting fram reappraisals of praperty due to new construction, cha~nge ~n ownership or from the 2~o annual adjustment are allocated among the various ~ur~sdictians in the "taxing area'' based upon their respect~~e "situs." Any such allocation made to a lacal agencj~ contznues as part of fts allocat~on ~n future years Article XIIIB of the California Constitution On October 6. 1979, California ~oters approved Proposit~ori 4, known as the Gann- Init~ac~ve, which added Article XIITB to the Califarnia Const~tution. Proposit~ons 98 and 111, approved by the California voters in 1988 and 1990, respeetively, substantially modified Article XIIIB The pnncipal effe~t of Article XIIIB ~s to lfmit the ar-nuai appropnations of the State and any c~ty, county, school distnet, authonty, or ather polftical subd~~~sion of the State to the leve~ of appropnations for the pnor fiscai }~ear, as ad~usted for changes in the cost of living and population. The initial version of Article XIIIB provided that the "base yea~" for establ~shing an appropnations l~mit was the 1978-74 fiscal y~ear, which was then ad~usted annually to reflect changes in populat~on, consumer prices and certain u~creases in the cost of services provided by these pubIic agencies Prapositaon i 11 revised the method for rr~aking annual adjustrnenLs to the appropr~at~ons limit by redef~ning changes ~n the cost ~f living and in populauon. It also required that begimm~g in fiscal year 1990-91, each apprapnat~ons l~m~t must be recalculated using the actual 1986-8? appropr~ations limit and rnaking the appiicable annual ad~ustments as i~ the provisions of Propositian 111 had been in effect Appropnations sub~ect to limitation of a~ocal government under Articl~ XIIIB include generally any authonzation ta expend durin~ a fiscai year the proceeds of taxes lev~ed by ar for that ent~ty and the proceeds of certain State subvent~ons to that entity, exciusive of refunds of taxes Proceeds of taxes include, but are not iimited to, all tax re}~enues plus the praceeds to an enUty of government from (1) re~ulatory lice~ses. user char~es and user fees (but only to the extent such proceeds exceed the cost of pro~~idin~ thz serti~ice or regulation), (2) the investment of ~aac revenues, and {3) certain subvent~ons recez~~ed fr~m t}~e State. Art~cle XIIIB permits any government ent~ty to change the appropr~at~ons l~mit by a vote of the electors in conformity w~th statutary and constitut~onal voting effect~~~e for a maximum of four years As amended by Proposit~on 111, Article XIIIB provides for test~ng~of apgropriat~ons I~mits over consecut~~e two-year penods If an entity~'s revenues in any two-year period exceed the amounts permitted to be spent over such per~od, the excess has to be returned by revising ta~~ rates or fee schedules over the subsequent t«o years As amended by Proposit~on 98, Art~cle XTTiR provides for the payment of a pott~on of any~ excess re~enues to a fund established to assist in financing certain school needs -15- The City's Article XIIIB li~nit for the 1995-96 fiscal year budget is $9C,457,047, and 1995-9b fiscal year hudget appropriations sub3ect to iimitations are expected ta be appro7umately $88,194,662. For fiscal year 1995-96. the C~ty therefore antzc~pates that it will be under its lunit by $8.262,385 Uriitary Property AB 454 (Chapter 921, Statutes of 1986) provides Ehat revenues denved from most ut~l~ty graperty assessed by the State Board af Equalizat;on {"Umtary Property"}, commencing with the 1988-89 fiscal year, will be allocated as follo~vs: (i) each ~unsdiction will receive up to 102~0 of i~s pnor year State-assessed revenue; and (ii} if county-wide reti~enues generated from Unftary Praperty are less than the previous year's revenues or greater than 1Q2% of the prev~ous year's revenues, each ~unsc~ict~on will share the burden of the shortfall or benefit of the excess revenues by a specified formula ThFS provision applies ta all Unitary Property except raikoads, whose valuat~on will continue to be allocated to individual ta~c rate areas The pr~visions of AB 454 do not const~tute an elimination of the assessment of ariy State- assessed groperties nor a rev~sion of the methods of assessfng utihties by the State Board of Equalization_ Generally, AB 454 allo«~s ~~aluat~on ~rowth or deciine of Umtary Properry to be shared by all ~ur~sd~ct~ons in a county. Statutory Limitations On October 4, 1986. Cal~fornia ~roters approved Proposition 62, an initiative statute lim~t~ng the imposit~on of new ar h~gher t~es ~y local agenc~es The statute [a) requires new ar higher general taxes to be approGed by t~~~-rh~rds af the Iocal agency's governmg body and a ma~anty of its voters; (b) requires the inclusion ot s~ecific information in all local prdinances ~r resolutians proposing new or higher general or spec~ai ta,~es: (c) penalizes local agencies that iail to comply wi~ the foregoing; and (d) requires iacal agencies to stop callect~ng any new or higher general t~ adopted after July 31. 1985. unless a ma~ority of the ~oters ap~roved the tax by November l, 1988 A f~nal State Conrt of Appeal dec~sion has declared the ma~onty prov1sians referred to in (d} above to be unconstitutional_ A se.cond appellate court decision held unconst~tUt~onai bath the effect~~e date and ma~orit}~-~~ote provision af Proposit~on 62. Howe~er, the California Supreme Court has ordered that the latter decis~on nat be published (making it unavaiiable for c3tat~on as precedent) thus cre.atfng uncerta~nty as to the voter-approvai requuement of Proposition 62. Future Initiatives Article XIIIA, Article XIIIB and Proposit~on 62 were each adopted as measures that qualified for the ballot through Califarnia's ~n~t~at~ve process From t~me to t~me other vut~at~ve mea.sures could be adopted, further affect~ng the Cit}T~s revenues. -16- TI~E AUTHORITY The Santa Manica Public Financing Authortty was organized pursuant to the pravisions af Article 1 of G~apter 1S of Division 7 of Title 1 of the State Go~ernment C~de and a Joint Exercise of Powers Agreement, dated as of July 25, 1995, by and between the City and the Rede~elopment Agency of the City af San[a :Vlonica. The Authonty was Qrganized for the purpase af financ~ng and assisting local agencies ~n tinaneing capital irnprovements, workmg capital, hability or other insurance n~eds or pr~~ects The Authority has no financial liability to the Owners of the Cernficates w~th respect to the pa}~ment af Base Rental Payments by the Ciry or wrth respect to the performance by the City of the other agreements and covenants it is requued to perforrn CITY OF SE1tiTA i~'iONICA Introduction The ecanam~c and demograph~c infor~nation provided belaw has been collected fror~- sources which the City deems to be rehable and thz most read~ly a~~ailable. General The City of Santa Manica is situated on the western side of Los Angeles County, bordered by the City of Los Angeles on three sides and by the Pacific Ocean on the west Santa Momca encompasses an area slightly greater than ei~ht square miles and has an estimated populat~an as of January 1, 1995 of 89,194 gersons, which makes it the sixteenth Iargest crty in Los Angeles County. The Santa Momca Freeway passes thraugh the agpro~mate center of the City on an east- west caurse and prov~des du-ect cannection with downtown Los Angeles, approximately lb miles to Ehe east. AbouE six m~les sautheast of the City is Los Angelzs International Airport, which is easily accessibie via the San Diego Freeway, about one mile beyond the eastern border of Santa Momca on a north-south course The clirnate is generally mild with an avera~e mean temperature of about 62 degrees (F). Extremes range from an a~erage minunum temperature of 56 degrees (F) to an average hi~h of 68 degrees (F). Ratnfall has averaged about 14 inches Elevation ranges fram sea le~el to 4{H~ feet abo~e sea level Government and Administration The City of Santa Moruca was incorporated in 188fi and adopted its City Charter m 1~45 In 1947 a council-mana~er form of ~o~~e.rnment v~~as established following a vote of the City's re~sid~nts and approval by the California Le¢islature The City Conncil consists of seven members wztn o~erlappin~ terms of tQur 3~Ears E~ect~ons are he~d every two years, at whzch tzme three Council members or four Counc~i members are elected After each election, Council members select one of their group to act as Ma}~ar, who then presides over Council meetmgs. The City Council appoints a C~ty Manager. Crty Attorney and City Clerk The City Manager is responsible for supervising day-to-da}~ operations of the ~ity and for carrying out pohcies set by the Council _~~_ Population The following chart indicates the change in population of the City since 1991. City af Santa ~Tonica F Population As vf January 1 of 1991 thro~gh 1995 Year ~as of Januarv il Ponulation 1991 86,682 1992 87,4~8 1993 $8,6~0 1994 89,8(}9 1995 89,194 5ource State of Cahfarnia, Departinent of Fu~a;nce Self-Supporting Opera~ons Santa Moruca operates an airport. bus Iine, cemetery, auditorium, cable communications, parking authanty and pier, and pro~fdes water, refuse callection, street sweepmg, re~yciing and wastewater services A portion of the net ~ncome from these enterpnses is annually paid to the City's General Fund for vanous ac~minfstrat~~-e support services pro~ided to the enterpnses The Santa Monica Airport is a 215-acre general aviation afrgort, Iocated at the southeastern ecige of the City It is the base of approximately S50 aircraft The City rents an average of 250 of its own aucraft tie-doti~vn spaces, and also receives comrnissions on fuel sold at the auport In 1994, the City's 135 buses carried cnore than $17 fi million revenue passengers, wlule tra~ehng approximately 3 87 million miles The system pro~ides excellent coverage (a ~us route operates w~th~n a quarter-rn~e of almost e~~ery reszdent} and lQ~v cost ~regular fares are $.50 unih discount fares ava~lable for the elderly, handicapped and stvdents through the purchase af tokens) The City's Transportation DepaRment has also sponsared charter and exc~rsian programs The Waodlawn Cemetery, includ~ng a n~ausoleum, which was purchased by the City m 1976. is operated as a self-supporting enterpr~se, compet~tiGe v~~ith comparable pnvate facxht~es It is located in the south-central portion o~ thz C~ty The Santa Monica Pier is a Los An~eles Caunt}~ and national histor~cal tandmark bu~lt at the turn of the century It currently contains vanous restaurants, amusernents and other retatl establishments Its restoration and reconstrucuon are the ob~ects of an on-gaing multi-m~liion dollar rejuvenation pro~ect The Pier's famous 1900-vintage carousel has been completely restored and ~mprovements to the pier are ~n the design stage. An aquar~um to be built and operated by the Um~~ers~ty of California. Los Angeles for educational purposes is scheduled to open to the public in 1995 A fun zane for ch~ldren ~s scheduled to open ui the sumrner of 1996 The Water Div~s~on ot Santa Mon~ca zs aperated as a self-supportmg enterprise. Abaut 6S% of the Ciry's water is supplied by its o~~~n wells. stared in over 16 acres of weli fields and reservo~r grounds on City-owned property ins~de and autside the city l~mits. The remauzmg 35% of the water is purchased from the I~~etropalztan Water District of Southern California The City's modern. automated system delivers ovzr 12 million gallons per day to appraximately _lg_ 15,90(l water accounts The City's awn wate~r chem~sts supen7se over 9,500 separate water quality and safety tests per year ~n State-l~censed laborator~es, to ensure that the highest standards are met before dehvenng the water to the cust~mer's tap Dunng the State's drought years, the~ Csry implemented several conservat~an programs. One of the City's water/was~e~vater canservat~on programs is a program of retrofitt~ng bathrooms in the City with ~ltra low flow toilets and low flow showerheads. Th~s pr~grain, which results in a wastewater reducuon of apprax~mately I 7 m~llion gallans per day, significantly reduces the City's wastewater treatment and disposal costs by elim~nating the need for the City to acyuire addit~onal capacity m the local Hypenon S~wa~e Treatment Plant Retirement System The Ciry contnbutes to the 5tate ot Cal~fornia Pubhc Employees' Retirement System (PERS}, an agent multiple-emploSTer public employee ret~rement systern that acts as a common in~estment and admimstrat~ve a~ent for cfnes in the State. The City's payroll for employees cavered by PERS for the year ended June 30. 1994 was 562,073,729 Total payroll for the City for the year ended June 30. 1994 was $79,988,869 All full-tune C~ty employees and part-t~me C~ty employees who have worked over 1,000 hours dunng a fiscal year are eligible to participate in PERS, with benef~ts vest~ng after 5 years of service. Employees are designated as satety (police officers, firefighters and others designated as safety by law) or miscellaneous (al1 others) Safety employees who renre at or after age 50 with 5 years of credited service are entitled to an annual retirement benefit, payable rnonthly for iife, in an amount equal to a be~efiE factor multiplied ~y their finai compensat~on which is the average monthly pay rate for the last consecuti~~e 12 months of erzaployment (ar any 12-month penod in which pay was higher) The benefit factor fs an amount equal to between 2.OJo and 2.7% multipiied by tf~e number of years of creclited employment. The percentage amount is based upon the age of the em~loyee at retirement, Fncreasing from age 50 to age 55 Miscellaneous members who retire at age 50 wzth 5 years of credited ser~+ice are entitled to an annual ret~rement benefit, payable monthly for l~fe, in an amaunt equal to a benefit factar multiplied by their final campensatzon F~nai corripensatzon for miscellaneous mernbers is the average m~nthly pay rate for the iast consecut~~~e 36 monihs (or any 36 manths dunng which the pay may have been higher} of employment The benef~t factor is an amount equal to betweer~ 1 092% and 2.418~1o m~ltiphed by the number of years of cred~ted employment The percentage amount is based upon the age of the emplo}~ee at retiremant, increasing from age SQ to age 63. PERS also provides death and dvsa~il~~y~ benef~ts ?hese benef~t pro4is~ans and all other requirements are established by state statute and C~ty ord~nance PERS requires that miscellaneous employees eontnbute 7~I~ and safety employees contnbute 9% of their annual salary to PERS_ H~~~~ever, th~s benefit, tike all others, is sub~ect to collective barga~nmg All but one of the City~s bargainin~ units has negotiated for the City to contnbute this portion on behalf of the employee. The City is required to contnbute [he remaimng amounts necessary to fund the henefits for its members using the actuarial basis recommended by the PERS actuanes and actuar~al co~sultants and adopted by the PERS Board af Administration -~9- For fiscal year 1993-94, employer contrtY~ution rates were as follows: Annual Rate lliiscell~neous Safetv Categorv Comnonents Categqr~ ~v~ Pohce A Nornaal cost rate 5 362% 15 1879c i3 496~ B Unfunded l~ability rate a 277 (0 485) 5 691 C Total regu~red 5 639rI~ 15 102~Ic 19 187~Ic The contribution to PERS for f~scal vear 3993-94 of $16,368,779 was made in accordance wirh actuar~ally determ~ned requzrements computed ihrough an actuana~ ualuation performed as of June 30, 1993 The contribution consisted of {a} $4,826,771 norma~ cost (7.9% of current covered payroll} and (b} $5,542,(}OS amartfzat~or~ of the unfunded actuarial accrued hability (9.1 ~Io of current cavered payrotl) The City contr~buted $5,590,311 (9 2% of current cavered payroll}; emgloyees contr~buted $~,778,468 (7 8~7~ of current cavered payroll), $4,34G,318 of which was paid by the City and $~32,150 was pa~d by emplayees. Labor Relations The City has adapted a procedure b}~ ~hich its employees meet and confer w~th the Ciry on all negotiable matters under the Meyers-Milias-Bro~~vn Act Of the 1,364 permanent City employees> most are represented by one of eleven un~ons, includmg 600 by the Munici~al Employees Association, 14S by the Unrted Transportation Um~n, 187 by the Santa Monica Poi~ce Officers Associat~on artd 97 by th~ Santa Maruca Firefighters Assoc~ation Ali City employees are covered by ex~sttng s~ngie-year contracts. Industry and Employment Santa Manica is a center of electrontc, engineering, research, biamedical and entertainment industr~es Tt~e C~ty also hosts a burgeoning arts secior Among its largest emplayers a3re the Rand Corporation, I,ear Astronics Corporatzon, and PaperMate Manufactunng. St 7ohn's Hospital, Santa Mon~ca Haspital, Santa Mon~ca College, Santa Momea/Malibu Unified School D~stnct ar~d the C~ty af Santa Monica are the lar~est non-man~factnr~ng emgloyers Santa Manica ~s expanding its tounsm fac~lities to accomr~nodate a grawing number of business visitors and vacattaners to the City In 1989. Santa Man~ca campleted its $12 6 million renovation of the Third Street Promenade The renoti~at~on included adduig 300 parking spaces to an ad~acent parkin~ structure and completely remodeling the area ta enhance use by shoppers and those seeking night-time entertainment at se~~eral ne~v multf-screen movie complexes, restaurants and other publiaser~ing facil~t~es. The Promenade attracts 15 ta 18 thousand v~sitors on weekend days and has helged sumuiate over $2Q0 mill~on in pr~~ate investm~nt m the ~rea. Renavation was also recently completed on an ad~acent regional mall, Santa Mon~ca Place, ongmally designed b}~ famed architect Frank Gehry T`hree ma~or new hotels have opened in recent years in the C~ty's beach-front area, The 198-room Shutters On The Beach Hatel opened in Ju~e, 1993, the 253-room Guest Quarters Hotel opened in Apnl, 1990 and the 350-rooni Loetiv's Hotel opened m June, 1989. -20- The C~t~~ has also att~acted s~gnif~cant neu~ economic development, w~ith three ma3or office complexes recently built, with future expansifln sti11 permitted The NiGM Plaza houses such tenants as IBM and ~Iaguire Thomas Partners The Water Garden camplex, Phase I, features 630,000 square feet wlth tirms such as Rand Corporation, Candle Corporation, Savoy Pictures and 1~Iicrosoft Corporation as tenants Sony Music Corporation recentIy moti~ed tts west coast head9uarters to the new .lrboretum development, where constniction will begnt in August, 1995 on a new 50,0[}0 square foot Ralph's supermarket. As of Jul}~, 1995 the off~ce vacanc}= rate ~n downtor~~n Santa Momca ~s reported at less than eiQht gerc~nt_ Santa Monica's beach-front location zn Los Angeles Caunty, the sECOnd largest metrapolFtan area m the Umted States, attracts some ot the top bus~nesses ~n the region, while providmg access ta ~an~d employment opportunities far the Ciry's residents The fallowing table summarizes historical employment of wa~e and salary workers m the Los Angeles County Metropolitan StaUst~cal Area since 1990_ The figures presented are annual averages, based on a calendar year, estimated by the Californ~a Employment DevelQpment Degartment Los Angeles County MSA Estimated A~erage Annual Empfayment ~Vage and Salary ~VorKers For Calendar Years 1990 through 1994 (in thausands} 1990 1991 1992 i993 1994 Agriculture 13 '7 9$ 9 l~ 9 2 9 0 h~ng 74 75 78 ?5 b8 Construct~on 133 1 121 6 105 9 98 1 104 2 Manufacturing 834 6 774 9 714 9 660 2 638 7 Trar~por~auon & Public U~ht~es 211 5 209 7 202 7 199 6 i99 6 ~Vholesale & Retall Trade 949 b 894 3 $4& 0 821 $ 815 0 Finance. Insurance & Reai Estate 277.6 265 6 254.9 25fl 0 3 4 5zrnces 3,157 8 3>b78 7 2.975 S 2,941 $ 2,954 3 Government 539 8 539 3 539.4 531 ~ $32 $ Tatal(1) b.112 1 5,9014 5.6~8 55 5.519 6 5,503 8 (1) Totals may not add due to independent roundmg Sourca Cahfornla Employ~nznt Dati zlopment Depar~n~nt -Z1- The rna~or employers tivithin the Citti~ boundar~es and the number of persons employed by each company are shown below. City of 5anta ~Vlonica ~Zajar Emplayers as af June 30, 1994 Comnan~ Number of Emulovees C~ty of Santa Mon~ca 1.407 Santa Mamca College 1,150 Santa Momca/iVlal~t~u Unified School Dismct 1,Ob7 St 7ohn's Hospita~ 9S0 The Rand Corporatian 950 Lear Astronics Carp 90~ Paper Mate Manufact~u~ng Co 820 Santa Mamca Hospi~al 800 L A G~ar 75~ Nat~onal Medical Enterpr~5es S9S SourcE 5anta Momca Area Chamber of Commerce The followmg chart pro~~des a comparison for the years ind~cated, of the a~rerage annual unzmployment rates in the City of Santa Monica. the County of Los Angeles. the State of Cahfornia and the Umted States Annual Ar erage Unemployment Rates For Calendar Years 1990 through 1994 C~ty of County of State of ye~ Santa Momca Los Angeles Cahfortua Unrted States 1990 419c 5 S~Ic 5 6°Ic 5 5°lc 1991 6Q 80 75 67 1992 63 95 91 74 1993 64 97 92 68 1994 6 2 9 4 S 6 6 1 Source State of CaTifornia, Employment Deveiopment Department Personal Incame Between 1989 and 1993, the City of Santa Nionica's median household effective buying income grew 3S 3~~ compared to 26 5~7~ for the Los Angeles-Lang Beach Statist~~al Area. 28 19~ for the State and 35 09e~ for the Umted Statzs Tt~e follo«~in~ table summanzes the total effect~ve bUym~ income for the City, the Las Angeles-Long Beach Stat~st~cal Area, the State and the Umted States for the period I9$9 through 1993. -22- Citv of Santa l~•Zonica Personal Income For Calendar Years 1989 Through 1993 Total Effecrive Median Household Buying Income Effect~ve Year and Area (a00s om~ttedl Buv~n¢ Income 19$9 City of Sauta Monica $ Z,06~,160 $29.335 Los Angeles-Long Beach 1~ISA 135_1b2.824 3Q489 Cal~foriua ~1 ~l ~I ,988,647 30,713 Uiuted States 3,287,489,252 25,976 1490 City of Santa Monica ~ 2.086.448 $31,719 Las Angeles-Long Beach MSA 138.244,091 32,976 Califortua 477,~7$~,7?1 33,342 Umted States 3,499,365,237 27.912 1991 C~ty af Santa Momca ~ 2.425,202 $37,213 Las fingz~es-Long Beach MSA ~40,872,3~5 3b.034 C aliforn~ a 490,749,549 36.943 timted States 3,728.967_043 31,245 1992 City of Santa Mon~ca ~ 2,522,397 $37,962 Los Angeles-Long Beach MSA 145,060_544 36,869 Califorma 509,152_fi77 37.686 L'ruted States 3.916,947.D23 33,178 199~ City of Santa Maruca $ 2,500,000 ~39,677 Los Angeles-Lang Beach MSA 149,583,086 38,575 Cal~forn~a 528,958,745 39,330 United States 4.169,724,052 35,055 Source Sales and Markeung Management. Thz Sctn~eti of Buti~~rag Potiver, De~nographacs USA 1994 Ed~cateon Pubhc instructian in tY~e Cit~~ is pro~~ided by the Sania Monica-l~~alibu Unified School District with nine elementary schools, three middle schools, two high schools, one adult educat~on school and one alternat~~e school_ Totai enrollment for the last five schooi years ~~as as follows: Citv af Santa ~Tonica Public Schaol Enrollment For 199U-91 thraugh 1994-9~ 1990-91 1991-92 1992-93 1993-9~ 1994-95 Total Enrol~ment 9,289 9,522 9,837 10.039 1Q,219 Source Santa Mon~ca-Malibu Umfied School Dzstrict. 5econd Schqol Month Enrollment The Santa Momca-Mahbu Unified School Distnct also prov~de.s additional pro~rams_ s~ch as bil~ngual educat~an, camputer literac}T. the Gifted and Talented program. the Regional Occupation Pragram (vocational sktlls). and pre-school and school age child care prograrns -23- There are. 19 gnvate and fiae. parochial schools m Santa Momca The City also has one commumty college, Santa Monzca Coilege, which mcludes techn~cal and vocational schools and an Emerftus College Culture and Recreation area Southern Californfa's natural and commercial attractions br~n~ millions of eisitars to the The area's natural attract~ans include its moderate weathe.r, the Pac~fic Coast with ~ts mantiT b~aches and small craft marmas. and the desert and mountaans Among the ma~or commerc~al attract~ons are Disne}~land, Knotts Berry Farm, Magic Mounta~n, motion picture and teletir~sion studios, the Los Angeles Music Center and the Rose Bowl T'eams representLn~ essent~alls~ e~•ery ma~or league sport are based fn the surroundmg area Wrthm the City and in the ~mmed~ate area there is an exce~ptional select~on of cultural and recreat~anal opportunxt~es Accord~n~ to thz Santa ~~omca Chamber af Commerce, there are 52 churche.s of all de.nominations, 22 movie theaters, ~ l~ve theaters and 4libraries ~n the City The 23 parks in the City, totahng oGer 108 acres. ~nclude Pal~sades Park and Claver Park. Museums include the Santa vlon~ca ll~useum of Art. HentaQe Museum and the Museum of Flymg_ Other recreationai Iacili~ies inclu~ie the San~a lliomca Prer, ~vith shopp~ng and dimng facilities and the famous Santa Mon~ca Carousel, and the Santa Niomca Civic Auditarium, which hosts trade shows. con~ entians, ar-d stage and mus~c shows and 25 publ~c tennis courts The temperate chmate of the area and access to the Pacif~c 4cean and numerous county, state an~ national parks provide the City residents with a r~ch var~et}~ of o~tdoor act~vit~es including boat~ng. fishmg, h~ng, hors~back ndin~ and bicyclin~ Retail Sales Retail sales for thz City m 1993 mcreased sl~ghtly, by appraximately Q 7~7~ over the 1992 level Dunnff 1991, total retail sales decreased sharpl}T, but have been sho~-~ng a~radual ~ncrease during 1992. 1993, and the first three quarters of 199~ Dunng the first three quarters of 199~, total retail sales wrere $1,048,~47, a 2 89o increase o~Ter total reta~l sales of $1.019,643 durmg the first three quarters of I993 -?:~- The follawing table ind~catzs the growth of taxable transactions in the Crty by type ~f business dunng calendar ~~ears 1989 through 1993, as well as an est~mate of ta~able transactions ~n the CitST dunng calendar year 1994 City of Santa Monica TaYable Transactions by Type of Business For Calendar Years 1989 throngh 1994 ($'s in thaus ands) Es~naated Bp$in~ss 1989 1990 i991 1992 1993 1~~=~ Apparel5tores 5 8~,=~0 5 93 '?27 S 115.185 S 115.31~ C 11b,980 S 115,92A General bierchandisz 106.838 100_632 98,814 99,16b 99,133 102,277 Drug Stores 23.435 24.022 2b.46~3 30_382 28,770 27.837 Faod Stares 45.~03 48.5~2 54,993 59,014 4&.918 ~7.211 Packa.ged L~quor Stores 1~,138 9_588 10,~#21 10,731 9,901 9.798 Eat~ng & Dnnlun~ Places I85,323 195_740 195,804 208,6(}0 205,821 209,075 Home Furn & Apphances 56.085 58,12~ 50,139 ~16.756 45,438 ~5_703 Bldg Mat & Farm Impl 61_19~ 58,725 50.422 ~.819 44_437 52_470 Auto D~rs & Auto Suppl 342,561 305,152 2~W309 221,961 230,685 246,796 Sennce Staao~s 43,QQ9 ~6,219 ~1.928 46,427 43,369 38,659 Other Retail Stores I90.379 2083~35 ~Q ~22 190_196 199.797 210•412 Reta~l Stores Totai SI109.905 ~1,1~8_=176 $1A88,901 51,073,366 51.073_249 $1,106,658 All Other Outlets 2$C.$09 289_064 27i,lbi 295.8fl6 306.067 317.34Q TOTAL AL.L OCTIT..ETS 51_396.71~1 $1,437.540 $1,360,002 51,369.172 51_379,316 $1,424,048 Source State Board of Equahzat~on (1989 ttu-ough 1993), Crty of 3anta Monica (Espmatzd 1994) Building Permit Acti~~ity The following tab~e shows the nurnber and ~~alae of bu~lding germits issued m the City durin~ calendar ~rears 1990 throu~h 1994 Citv of Santa Monica New Building Permit v aluatian For Galendar Years 1990 through 1494 ($'s in thousands) No of Smgle-fam No of MuItf-fam Calzndar SmDle-fam Res~denual iViulu-fam Ctesident~al Add /Ald Non-rzsident~al Totai Year Pernuts Va~ues PermiLS Values Valuation Valuauo~ Valuauon 1990 71 17,865 237 27,23~1 15,524 S123.070 5183,693 1491 212 3~,620 5~ 4340 10.643 81,055 130,658 1992 ~9 11,898 16~ 1~#,~2~ 9,~01 42,361 78,185 1943 12 5_313 111 1130& 10.686 24,520 51,827 1994 10 2,~121 29 3,50$ 9,517 24,992 40,510 Source Econom~c Sc~znces Corporauan, Cadrforn~a Bu~Idtng Perrmt Act~v~t~ -25- Principal Prapertv Ta~pat ers The ten largest secured taxpayers m the C~ty for f~scal }~ear 1994-95 are as follows: Cit~ of Santa nianica Principal Property Taxpa`ers Fiscal Year 1994-95 Taxp~yer ~iaguire Thomas Partners Water Garden Assoeiates S~5ter5 of Chariri~ Laavenworth Santa ?blonica Hosp~tal MecUcal 5anta Momca Place ~ssoc~ates Barclay-Curci Inv Ca 1Q0 Wilsture Assoc~at~s Prudenual Insura~ce Co NME Headquarters Inc Arboret~m De~~elopment Partnzrs TOTAL Total Ciry Assessed Value 199495 ~ of Total Assesse.d Assessed Tti~ne- of Bu~mzss Valuauon Valuanon Com Real Est /L.and Dev $250.413.670 2 60~ Real Estate De~-elopment 210,023.922 2 i8 Hosp~tal 99,190,830 1 03 Hospital 7$,857,409 0 82 Real Estate Invzstment 75,873,477 ~ 79 Cam~erc~al Rental5 73,b48,398 ~ 76 Real Estate Development 69,599,953 0 72 Insuranc~ 64,925,399 0 G7 Me~ical Services 59,751,434 D 6Z Real Estate De~~e~oprnent 43.958.&97 04~ $I,025,643,389 10 65~7c $9,633,573,633 lOD OO~k Source Los Angeles County Assessor's Office Utilifies Gas and electncit~ senice are provided ~vith~n the City b~~ Southern Califarma Gas and Southern Califorma Edison, respectivel_y General Telephone supplies telephane service The Ctty pro~lides water and waste~.~,~ater service CITY OF SANTA i~iONIGA FINANCES The foliowmg selected financial informauon provides a brief overview of the City's fxnances Th~s fFnancial information has been extracted from the Crty's aud~ted fmancial statements ar-d, in some cases, from unaudited infortnation pro~~ided by the Crty's Finance Department The most recent audited financial statements of the City wlth an unqualified auditor's op~nion xs included as Appendix B hereto See APPENDIX B-"AUDITED FINANCIAL STATEUIENTS OF THE CITY FOR THE YEAR ENDED JUNE 30. 199~ " Accounting Palicies and ~nancial Reporting ThE Cit3~'s account~ng records are organized and operated on a"fund~' basas, which is the basic fiscal and accnunting ent~ty ui governmental accauntin~ The three broad fund categones include ~n~~ernmental, propr~etary and f~duc~ar}~ funds. The ~perat~ons of the d~fferent funds are accounted for with separate sets of self-balanc~nff aceounts ~~ith assets, l~ab~lities, fund balance ar equity, and revenues and expenses The basis of accounting far all funds is more fully explauied m the Notes to the Cit}~ of Santa Mon~ca Combined Financial Statements co~tained in APPENDIX B_ The Go~~ernment Finance Officers Association has awarded ~ts Cert~f~cate of Ach~e~~ement for Excellence ~n F~nanc~al Reporting to the City for the past ten years. The -2Fr Cal~forn~a Society of Municipal Finance Officers has awarded its Oatstand~ng Financial Reportmg Aw~ard ta the City for mne of the past ten years Budgetary Pracess Dur~ng May of each year, the C~ty Manager subm~ts to the C~ty Council a proposed operating and capital ~mprovements budget tar the fiscal ~Jear commencmg the follow~ng July 1. The operating and capital impro~ements budget includes proposed expenditures and expenses and the means of f~nancina them Public heanngs arz conducted by the City Caunc~l to abta.~n citizen comments, and pnor to June 30, the budget is adapted through passagz of appropriate resolut~ons Assessed Valuations The valuat~on of propeny m the Cit~r xs established by the Los Angeles County Assessor, except for publfc utzl~ty property which is assessed by the State Board of Equal~zation. Assessed valuations are reported at 100~7~ of the full value of the property, as de~tined m Art~cle XIIIA of the Cal~forn~a Constitution Pnor tQ 1981-82, assessed valuat~ons were reparted at 25~'0 of the full value of the property See "CONSTITUTIO~'AL AND STATLTTORY LIMTTATIONS ~N TAXES A.ND APPROPRIATIQNS." aboz=e Two types of State-reimbursed exemptions affect the valuatian of property. The first currently exempts 100% of the fnll ealue of business ~nventor~es frQm taxation The second exempt~on currently prov~des a credit of ~7,OOQ af the full value of an ow~er-occ~pied dwelhng far which apphcation has been ~nade to the County Assessor_ Revenue- estimated to be lost to lacal tax~ng agencies due ta the abo~Te exemptions has ~n the pasi been reimbursed fram State sources Reimbursement is based upan total ta~ces due ~pon such exemption values and therefore is not reduced by any esumated amount ~f actual delinquencies_ CihT of Santa l~ionica Assessed Value af Ta~cable Property For Fiscal Years 1989-90 thraugh 1994-95 F~scal Year Real Property Ended Assessed Personal Property Less Net June 30 Value~~~ Assesse~ Value Exemnuons Assessed Value 199b $5.602,1b3.732 $25.479,63$ $259S97.b12 $6,367,986358 i49~ 7,467,039.080 36.138,300 190,755,506 7.312,421,874 1992 8,363.$70.903 b2.010,757 320_026,701 8.105,854,959 1993 9,036.119.694 64.8~6.b69 340,632,216 $,76~,334,147 1994 9,247,201,916 74,027,674 363.440,667 8,957,788,923 1995 9,443,144,933 72.296,906 405.723,516 9,109,718,323 (1) Cons~sts of land, unpro~~ements and publ~c ut~hues Exclades net unsecured property Sovrce Las Angeles County Auditor-Controllzr Ad Valorem Property Taxes Taxes are ievied for each fiscal year on taYable real and personal groperty which is situated ~n the C~t}~ as of the preced~ng March 1 For assessnlent and collection purposes, property is classified eit~zr as "secured~' or iiunsecured,'" and is Iisted accordingly on sepa~ate parts of the assessment roll The "secured roll'' is that part of the assessment rall contauting State-assessed property, the taxes on which are a lien on real property sufficient to secure -27- payment of the taxzs ~ther prapert~r ~s assessed on the "unsecured ro11 '' See "CO~ STITUTIONAL AND STATUTORY LIl1~iITATIONS ~N TAXES Ai~ID APPROPRIATIONS." Cit3T of Santa l~~onica Assessed Valuations, Tax Rates, Leti~ies and Callections Far Fiscal Years 1989-9D through 1993A4 T~ Rates Assessed F~scal Year Total Assessed (Per $10i} City Secured Uncollected Ended Valuauon Valuat~on) Taa Current Percent Jun~ 30 (OOOs~(1) Citv{2) Total Lew Levy(4) Dzhnauent(4} 1990 $6,745,846 -0- 1 fl3~k ~10,205,14b $828,090 8 1~Ic 199i 7,738.589 Q 01~~ 1 04 11,942304 892.673 7 5 1992 8,559.b91 ~ 01 1 03 12,95b.523 8b4,60b 6 2 1943 9.238,033 (3) 1 02 13,036,247 849,963 6 5 1994 9,473,923 (3} 1 dfi 1 i,627,196 869,341 7 5 (1) Cons~sts of real property, szcared personal property, n~t unsecured, less total secured exemptions (2) Far years end~ng subseyuent to Jw~e 30, 1978. thz Cit~~ did not le~ti a general talc rate Rates for fiscal years 1990-91 and 1991-92 reflect ~oter appro~ed ovemde for hbrarg genera] ob3igauon bonds Property tax re~~enues ~~ere distributed by the Count} m accordance w~lh apphcable law ~3} For fiscal years 1992-93 and 1993-9=3, Cit~~ property tax o~~ernde for library general obhgauon bonds was less than 01 but was let~~ed (4} The data presented represents the C~t}'s proparfionate allocauan of Counry-~~vid2 totals and ~s not based on the actual amount of t~es uncollected ~~thm the C~ty Source C~ty of Santa hso~ica Financz Deparnnent, Comprehensive Annual Fina~cial Report Tax Receipts Taxes recerved b}~ the C~t~~ include Utihty User's Taxes, Sales Taxes, Property Taxes. Bus~n~ss L~cense Taxes, Franch~se Ta.~ces, Park~ng Fac~l~ty Taxes and other miscellaneous taxes. Of such taxes, Ut~lity User's Taxes, Salzs Taxes and Property Taxes const~tute the ma~or sources of revenues Property Taxes are discussed abo~e A br~ef discussian of L'#~lrty User's Taxes and Sales Ta~es ioilows Utality User's Tcrx The Utility Tax is irnposed on all users of natural gas, electncitp, water, wastewa~er, cable teleEfision and telephone szr~~ices within the Crty's limits The tax rate 1s 10.0~1~ of all utility charges This t~ rate has been in effect since 7uly 1993, and the Ut~lity Tax has been in effect since July 1969. An exempt~on from the Ut~l~ty T~ ~s available to senior c~t~zens o~rer the age of 65 and to permanently disabled individuals, prov~ded that the combxned acfJusted gross income of all household members ~s below 520,9i0, or $18,247 for persons l~ving alone {as af July 1, 1995}. As prflvfded by the State Constitutiot~, insnrance companies are exempt from the Ut~lity Tax. In add~tion. count~~, state, federal and foreign governments within the City are not sub~ect to this tax, as the City has no authority ta impose a tax on these entities. Exemptions account for a minor amount of the total Ut~lity Tax base. -28- All ut~lity cQm~anies, mcluding the C~ty's water and wastewater ~gerations, callect and transmit th~ Ut~1it}~ Tax monthly to the City's Finance Department wh~ch then deposits the tax r~~ enues into the General Fund Sales Tax A sales tax ~s ~mposed an retail sales or consumpt~on of personal property The tax rate ~s estahhshed by the State Leg~siature_ Effective July 1~, 1991, the statewide tax rate is 7 259~. An addiuonal 1~I~ is collected in Las Angeles County for transportation purposes The 5tate collects and admin~sters the tax, and rnakes distributions on taxes callected wittvn the City~ as foilows• State General Fund.. .. . .... . .... . . .. 6 00~~ County. ..__ . ... -•-- • ~ - .... .... .... . .259~ . ..-• ---- - C~ty ... . . ... ..-- -. . .. .... - - - 1.OO~Ic Las Angeles Count}T Transpartation Cammission .. . 1.00% Total ... ...- --• ... .... .... ... .... .... $.25% The State~s adm~mstrauve costs of 0.82~~ are deducted before d~stnbution_ Sa~es Tax revenue collected hy the State is directly degas~ted manthly to the City's General Fund_ Tl~e f~llo~~mg Eable sets forth t~ revenues received b}~ Che C~ty, by source: City of 5arnta illonica Tax Revenues by Source(I) Far Fiscal Years 1989-90 through 1994-95 ($'s in thausands) F~scal Year Ended June. 30. Source Utihty User's '1'a7c 5ales Ta~ces Property Ta;ces(1) Busmzss L~cense Taxes Traasient Occupanc~; Tax State of Cahforma In-Lieu Taxes(~) Park~ng Fac~iity Ta~c Real Propem Transfer T~ Franchyse Ta.~es '_Viiscellaneous Ta~ces(3) 1'otal Est Actual Budget 1990 1991 1992 1993 199~ 1995 S12.~9 $15,~53 S17,21b $17,947 $20,967 521,766 1b,161 16,28~ 1~_460 16,048 15,808 16.77$ ll.645 13.~38 14,973 14,278 1~,505 13,669 6,933 9_853 10343 10,355 ll.078 11_260 5_133 6,255 6.6~~ 7,086 7,b39 8_S1$ 3,~34 3,302 2.974 3_072 3,438 3,06(} - - - - 1,730 2,720 513 3~5 1.192 1,~#2 1,111 1,218 2_82~3 7~7 82~ 8~d 919 86~ 629 601 676 213 133 45 S59,717 566,288 $70,312 ~71,331 57~,328 580,19~4 (1) Includes ari ti~~r~orern property taxes for purposzs of patiing debt sen°~ce on general abh~a~on bonds (2) Motor Vehzcle In L~eu ta~es l?) Condomimum ta.~zs, c~garztte tax. tra~ler caach hcense 5ource Cin~ of Santa Momca Fmance Department -29- Long-Terrn Debt As of June 30, 1994. the combined tatal outstanding bonded debt of the Crty was approximately $$2,960,000 A table settm~ forth the Ciry's long-terni debt is provided belo~y: Cit~ of Santa lianica Schednle of Long-Term Debt For Fiscal Year 1993-94{1) LTD LTD LTD Onginal Qu~tandmg 1viaEUred Outstanding Date of lears pf Interest Issue ~.; of Dutut¢ as of T~•rx of Issue Tssua I~tatur~tv Rate(s? ?,~nount 6/30/93 F~scal YeaF 6136/94 Wastewater Enterpnse Revenue Bonds (for Upgrade vf TreatmentPlant) i2/22J93 199~-22 ~31;'~ S3$.620,000 5 0 ~ 0 53~.620.000 Crty oT Santa Mvnica General 4bl~galtan Bonds (1990 htam Librar}' Impror•ements) 4/10190 199~-10 6 9 ~,~D0,000 4,430,000 75.000 d,355.00(} C~t}' of Santa 114onica Redzrelopment Agency {Tae Allacation Refundmg Bonds - Ocean Pazk) 11/1/92 199~-2018 6 89 i 1,325.ODD 11,325.aQ0 180,000 11,145,OQ0 Ctty of 5ants I~4omca Parking Authon[v L.ease Revenue Bonds (Th~rd Street h4all) 12J1/92 Ciri~ of Santa IYtomca Cen-ficates oT Pamcipat~on {1985 A~rport FaciLaes} 1~/1/85 Crty of Santa Momca Rede~•elopment AgencS• (Parkuig Lease Reaenue Bonds- Da«ntoun} 10/1/42 Total 1995-15 b 3~ 1~1.OS5,Q00 1~.085,000 240,fl0(l 13,795,Q~0 199~-07 9 11 (~) 4.62~.000 ~4,0~0,000 $1~S,OpQ 3,895,000 1995-08 ~ 98 11,63~,~0(l Z1,635,000 48~.000 1i150.IX?0 582960,000 {1} Exeludes bonds which ha~~e bzen defeased f 2? Expected tn be refunded on October 1. 199~ (the earlsest legal call date} Source C~tv of Santa A•lornca Finance pepartm2nt. Comprehensj~~e Annual F-nancial Reporc -3~ The following taUle set5 farth assessed value with~ the City, the apphcat~Ie debt limit, the ratio of bonded debt to assessed value and the bonded debt per capita City of Santa 11~LQnica A~sessed Value, Debt Limit and Ratio ~f Bnnded Debt ta Assessed Valae and Per Capita Far Fiscal Years 1989-90 through 1993-94 Raho of F~sca1 Total B onded Year ~Assessed Debt to Bonded Ended Esnmated Value Legal De~t I,eealDebt Total Banded Assessed Debt Per June 30 Ponulation(1) i000)s(?) Lvruti~) hfarem Debt(5j Value Caoita 199U g6,905(21 S 7,00~,298 S 700,529,793 5677.i53,414 525,5~5,000 3b 293 48 199 f 86,682 7_964,0~5 796,404,4$7 773,989,6~33 25,480,000 31 289 3~ 1992 87.408 3,9~t4.590 89-3,~58,987 872,219,994 24,620,{)00 2$ 28T 67 1993 88,6()0 9,640,8fl6 964,480,594 940.402,SU~ 27,39~.Q(}0 28 30914 1994 89,8(?9 I0,106,7G2 1,O1Q,676,23~ 976,018.O~Q 40,A45,000 ~0 450 34 {I) Per State Deparanent of Finance (?) 1990 CenSUs (3) Assessed ~ralues statec3 at 100q~ of full cash value (~#} Pursuant to the Cjty's Charter (5} Includes re~~enue bands and refundanglrefinancing bon ds for Redevelopment Agency, general obhgat~on library bonds and wastewater honds Saurce Caty of 5anta Monica Fmance Department. Comprehens~~~e Annual Fmanclal Report -31- I7irect and Or-erlapping Debt Contamed ~v~thfn the City are o~-erlapping local agencies prov~ding pubi~c sen~ices which ha~~e ~ssued general obligation bond and other t}~pes of indebtedn~ss. Direct and overlappmg bonded indebtedne~ss is shc~wn m the followmg tabie compiled b~T Cahforma Mumcipal Statist~cs, Inc , of San Francisco, California City of S anta AZonica Statement of Direc~ and O~~erlapping Debt As of August 1, 199~ 199~-9a Assesseti Valaat~on $9,449.831.817 {after deductting $?60,3'30,26fi redetielopment;ncremental `aluaUan) DIRECT A1VD OVERLAPPING BONDED DEBT Los Angeles Countp Los Angeles County ~uildmg Authonnes Los An~eles Caunt~ Pens~on Dbltgauons Los An~eI~.s County Supenniendent of Schools Cert~ficates of Participat~on Los Angeles County Flood Control Dsstrict Los Angeles Countv Flaod Control Distnct Certificates of Participatian i~4etropohtan VVater D~str~ct Santa ~ionica Community College D~str~ct and Certificates of Participation Los AnDeles Commumry College Dssmct Certifieates of Partic~pauon Santa Momca-Maiibu Umf'ied School Distnct and Certif'icates of ParUcipahan C~tv of Santa Monica C~ty af Sa~-ta Manica Rede~elopment Agency Refundmg City of Santa Momca Parlang Authonry Refundjng Lease Reti-znue C~ty of Santa hlanica A~rport Certificates of Participauon Los r~,nFeles County West :Vlosqu~to Abatement Distnct Certificates af Paruc~paao TOT,AL DIRECT ,4.'VD OVERLAPPING BONDED DEBT 9~ Annhcahle Deht 8/1/95 2 069~k ~1,~60,611 2 069 43,U21,734 2 Q69 52,594,849 z {}G9 275_788 2 i~2 1_497,6$6 21~2 4,823.677 1170 7,334J89 69 582 1~,413,911 0 U~8 5,=~2 69 626 50,094.012 100 4,165,0(}0 100 1~,130,OOC1 1(}0 13,175,000 100 3,740.Op0 (11 5 59~ ~ u $206,862,691 (z) (1} Ecciudes certificates of puv~~pat~on to be sold (2} Excludes tax and r~venue anhcipat~on notes. re~~enuz, mortgage ravenue and t~ allo~at~on bonds, non-bonded capital lease obI~gat~ons Rat~os to Assesszd Valuapan DuectDebt (S31_210,d00) 0 33~ Total Gross Dabt 2 19~7~ Tota~ Net I]ebt 216~70 STATE SCHOOL SUILDING AID REPAY~BLE AS OF b/30/95 SO Sozu-ce CaIifornia Mun~cipal Stat~sucs, Tnc General Fund Financial Summary The informat~on contained in the follow~ng tables of re~enues, expenditures and changes ut fund balances, and assets. liabilities and fund equity has been derived from the Crty's audited financial statements for thz tive fiscal ti~ears ended June~ 30, 1994. and from the City Finance Department for fiscal _years 1994-95 and 1995-96 A copy of the C~ty's audited financial statements ~or the fiscal }fear endad fune 30, I994 is attached as APPENDIX B hereto Aud~ted financ~al statements for pnor years are available upon req~est from the Finance Department ot th2 City -32- City of Santa Monica General Fund Balance Sheet Far Fiscal Years 1989-90 through 1993-94 ~lssets 1990 1991 1442 1993 1994 Cash and investments 523347,5~8 ~34.407,379 526,326.873 $2&,752,446 531,28Q,367 Feczi4ables (net, ~~her~e appl~cable, of alloa•ance foruncollechbles) Account~ 8Z4,999 903,353 1.3U~1.797 1,602,~~3 2,059,510 Netes S~O.OOU 500.000 1.741,228 1.037,531 1,2SU.783 Accrued mterest 111.6$0 259.1~0 381,938 137,986 240.960 Property'taxes 790,670 875,bll 263.45~ 533,047 1,212.724 Iz-r•entory~ 1,d63,0~6 948,494 673.863 633,933 622,259 Due from other gor-ernmentaI un~ts - - 1,?S3,a26 2,690.319 1.763,801 Prepaid eapenses 7,734 12.363 201,D81 b30,482 368199 Advances ta other funds 28.i77,236 30530.128 35,156314 3~1>935.803 41,012.412 Restnctad assets 29,3823$2 25324,704 22.889A12 29,13~.827 2$,942,280 Land held for resale 17.270_791 1?.274.791 21 _241.254 21.241.25 21 _241.2~5 TOTql., ASSETS S1Q1.476.i06 5107,031,873 5111,432,840 5121,330,182 $130A24.»0 I.~abilrties azid Fund Ralancz Liab~lit~es AccoUnts pavable and accrued habihues S 5 092989 $~,56~,786 S 5,848320 5 7,399.4~3 S 8.15~,954 Notes payabie - - 1.223,IX?Q 1.223,q(10 1,223.000 Contracts payable (retazned percentage) SZ4,73D 92,256 212.225 49.937 8~#.681 Deferred revenue 32,048,968 31,258,8~7 29,~27.575 30,545.436 30,737,771 Pa}`able irom restricted assets - deposits 212,~40 23L901 2~.612 260,496 23a,OD0 ~dvances from other funds 11310_093 11.861.42i I2.028.116 12.028.117 12.4&9.b5a T~TALLIA,BILITI~ES $~9.489.280 549.010.219 ~49.094.2A8 5~1.606.439 552.425.4~5 Fund Balance Reserved for hiallimproremenis S 1.923.41t3 S 1,~65,127 $1.127,234 51.0$8,117 51,095.905 In~entorv 1.663,046 948.994 673,&63 633.933 622.259 Ad~-ance~ to otherfunds 18.186,~42 20,274,172 2~,OD2.432 23,~53.614 29950,200 Encumbrances (G.~'~INed) 1.7~8,29b 1,833,710 1.718.9~6 1,473,173 1,398.308 Capital ~mproyements fGA1VNex1} 948.279 948.279 94$,279 - - Cash Lquidity (GANI~ed) 3,546,996 3,546,996 3546,996 3.546.996 3.546.99fi Cn°~c area de~~eloprnent {G.~.NNed) 1,491,1 ±4 1.~~30,590 1,545,419 1.519.124 2,155,733 n•lall assessment distnct (GA]VNed) 527,774 693,20b 90~.715 1,478.905 363588 Pier restoratio^ 2,68~,04~ 2,265.967 - - - Prepa~d e~penses 7.7?~ 12363 201,081 623,871 368.199 Library G O Bo~ds 1,339,101 1,316,876 1,2b4.717 $OS,b59 827.098 Land held for rasale 5,Q3'f,5Q0 5,17~,OOb 3,990.138 7,990.137 7,528.504 .y,irport loan (GANNed? 900,0(10 3QO.OQO 481,999 2.003.IX}5 - fUnencan Youth Hos[el - ~00,000 500,000 500,040 500,000 PERS - 66,830 - - 1,OOQ,000 Contmumg capital pro~ects G.'~NNed) 5,755,998 7.9~0,740 6,U69.~03 ~,861.598 5,256,613 Notes recei~able - - - - 2~3,253 Homeless programs {G~NNed} - - 300,U00 304,5~8 38~.912 Lore 8, moderate income housing (G.~NNed) - - 1,232.029 i.232,429 1,23u,029 AB702 cred~ts (G~A1VNed} - - 2,689.707 6.401.267 6,664,U43 Bergamot propertz~- excess reventie (G,~,Itilved) - - - 7$7,044 16;,862 Earthquake recovern - - - - 40b.000 Unresen•ed (G;~NNed) 6.21~.953 4.182_804 6.641.53~ 10.920.726 13.400.&92 TOTAL FUIvD $.~LA:'VCES $51.986.826 558.021.654 ~62.33&.592 $69.723.743 577.14~.494 TnTAL I_IABILT'TIES ,~ND F[tND B~ANCES ~301,476,106 5107.031.873 5111,432.840 S121330.182 ~134.029,550 Source C~ty of Santa .liIomca ~'mance Deparlment, Comprehensn~e Annual Fmancial Reports -33- City af Santa Monica Generai Fund Summary of Re1 enues and Expenditures Far FiscaE Years 1989-90 through 2993-94 Fiscal Year Ended 7une 3Q 1990 1991 1992 1993 1994 Revenues and Transfers Property tases $11,645.203 513,437,959 514,93~.923 $14,278,223 513,505.146 Sales and other taxes 41_147_417 42.996,278 ~.80~389 46.697,572 51,7~35,638 Lic~nses andpermsts 1~.7~3,073 18_08f,155 18_861,317 18_289,228 18,293.942 Fmes and farfests 5,078,70~ ~_642_389 4,(}45,552. ~.515.210 8,151,896 LTSe of money and propertp 6,149,475 7,329,460 6.=~85,299 S,4~O,S74 5,2~#3.022 Intergovernmental 240,286 225,195 164.275 310,383 249_273 Charges for services 7.082,891 8.22~.677 8.56Q,657 8,91Q,018 8,018,004 Other i.566.881 $.371,552 8.310,457 4,683_467 4,637,930 Low~-and-moderate-uicome hous~ng - - 1.232,029 - - Land under d~sposit~on and development agreement - - t.,747.462 - - Operatuig trattsfers in 558_Q72 518.297 471.207 Subtotal $88.212_002 $103.826962 5110.147360 5104.124.975 $110316.038 Expenditures and Transfers Pubhc safety $25.795_75~ ~28,571,804 533.129,001 $34,509.326 535,565,96~ Retuement - salanes 6.568.798 6.674.243 7.838,572 4,244.985 &_252,152 Cultural. recreat~on & hbrary ser~~ ices 12,095,~75 11,19=~,229 12,557,379 11,845,989 17,029,919 General serv~ces 10249J55 11,614,114 11,Sb8,224 10,(}b7,954 8,894,086 General go~~emment 9~54.Z~ 9,64~,263 10,914,528 10,491,839 10,679,192 Housina & commumty de~- 12,SSb.318 1~.486,27~ 16978.559 9,$t14,Q09 5,080,727 M~scellaneous ll.Q51,299 13.993,778 11,164.09~ 12,740,403 13,352.391 Operating transfers out 1136,513 1_569_002 1.626.181 2.995319 2080.856 Subtotal S89.034.156 S97_802_7Q~ S1Q5.776_638 596.739.824 5100.935.287 Excess (Dzfic~ency} Re~enues o~~erE~cpenditurzs S(822,154) $ 6_Q24,255 54370,722 57,385,151 $9,38d,751 ~rocee~s from LonL-Term Debt 1 i,400,000 - - - - Equitv Fund Transfers From (to) Funds 10.573 (53.784} (2.000.0{10} Fand Balances and Iteserves ~51,486.826 558,021,654 Sb2,338.542 $G9,723,743 S77,104,494 Source City of Santa Monica Fmance Dzpartm2nt_ Comprehens~~~e Annual Financial Reports -3~ City of Santa Monica General Fund Revenues a~d Expenditures-Appropriations For Fiscal Years 1994-95 and 1995-96 Ftscal Year En,~ed J~ne 30 1935 1996 Rerenues and Transfers {budget) {budget) Prag~rtp Taxzs $13,669,40(} 513,838,199 5ales and Other Taxes 55,2fi~,~W$ Sb.774,(}13 Licenses and Pzrmits 18,636,61? 19,697_867 Fines and Forfeits 7,055.400 6,982.60(} Use of ~Ioney & PropertL f_9~3,837 6,32~.350 Intergovernmental 279,969 331.512. Char~es for 5en~ces 8,508,090 S_175,119 pther 7,982,336 2,074.311 Low-and-moderate-~ncome housmg StfC_457 48fi.503 Subtotal 5i1R_84fi_549 5114.684.474 Expendltures and Transters ~ubhc Safety $39_71Q_~k12 S38,985,(148 Ret~remeot - Salanes 7,829,858 7_567,134 Cultural, Recreat~on ~ Library Sen;ices 19,788,036 19,350,367 General Servtces 11,730,829 11,634,509 Genera] Government I~,846,771 11,54~L,66Q Hoas~ng & Commumty Dev 8,636,533 6,169,037 h~7~scellaneaus 15,954,393 16,852.833 Operatmg Transfers 4ut _ 2.267.58Q 2333,214 Subtotal 5117.7ri4_442 SI14.437,~(~ EYCess (Dzfic~ency) Revenues o~~erExpendttures ~1,0$2.107 S24b,679 Proceeds from Lang-Term Debt - - Equit}~ Fund Transfers From tto) Funds - - Fund Balances and Reserves 578,186,601 $78,433_273 Source Crty of Santa Monyca Finance Deparqnent -35- Citv of Santa ~Zanica Summa ry of Selected Enterprise Funds Re~renues, Expen~es and Retained Earnings For Fiscal Years 1989-90 through 1993-94 F~sc~i_Y_ear~nded 7une 30 1994 1941 i992 1993 149A Airnort: Gross Re~•enues 52,~15,162 52.298,053 52.12$.519 53,381,777 $2178,582 Operatmg and hfazntenance Expense 2,222,220 2.0243~0 1,a4I,205 I,897,02~ 1,400.629 Deprecianon 97,950 106,951 91.412 536.73$ 582,403 Transfers [In) Qut - - - 2».214 250.289 :Jet Incomz (Loss} 1305_038~ Ib6.752 595.902 fi92.800 (154.7391 Retained Earnings a[YearEnd 55,317,446 5~,~184.198 56.08~,100 $fi,772,9pQ 56.618,I61 "l~ansnortation Gross Revenues $13,fi57,g39 514.~87,675 $14,320,397 ~14,941.I65 $I4,97~,SSz Operatmg and A•lazntenance Expense 13.657,839 14,587,675 14,320.397 14,941,165 14,972.852 Deprec~a[ton 2.995.05~~1} 3.764.099 3.102.213 3.214.677 3.573.I63 Ne[Income(Loss) (2,995,0651 (3,764.099) (3102.2131 f3.214.6771 13.5731631 Deprec~ation 2.995.065f1; 3.764.099 3.102.213 3.214.b77 3.573.163 Retatned Earnm~s at I'ear End S 6,9~9.593 $ b,919,~93 S 69I9.593 $ b.919,593 $ 6919,593 50~ d Waste Gross Re~~enuzs $7,596.44i 58.691,298 $$,887,3bQ 59.080,128 58,471,679 Operatmg and Mazntenance Expense 6,~71,i87 8,096,756 5.828.8~3 8,216.8$0 8,5~2,054 Deprecianon 39~.8d9 39~,101 310.817 37i.201 337.487 Traasfers (In) Out f29.1207 55.243 f94.0601 NetIacome(L.ossi 729,445 199.~A41 223.190 436.754 f313.8~21 Retamed Earnings at Year End 54,58L258 54,780,699 54.5~7.509 54.994,263 $4.589,461 ~Vater• Gross Re~~enues S 8,018,8U~ S 8,997,724 S13,613,084 $9,770,3b7 59,814386 Operanng and Maintenance Eypense 7,9b5,329 8.5~3,066 5,712,994 7.099,323 7303.547 Depreciahan 771.419 816.039 80~,444 904,29U 901,115 Transfers In (Out) - - 2.024.056 942_44z 682.508 NetIncome(Lossi f737.94~; (3713811 5.07~.630 824312 927.216 Retazned Eamings at Year End 521.778,839i1; $21,1~7309 526.217,939 $27.042.251 S27.96Q,467 ParkmQ Authortitv: Gross Re~•enues S 1.029,498 $ 1,125.I3~ 5 8~9,233 $ 842.599 S 751,ff92 O~raung and':vla~ntenance Expense 792395 1,882,5$3 674.I55 4t8,1Q7 272,2fi~ Depreciat~oo 270,855 280.b46 226.117 284,249 284,247 Transfers (In) Out - - 526.401 376.fi03 472.406 NetIncome(Loss) i33.7531 t1,638,194) {567.440) (236,360) (267.020) Retvned Eam~ngs at Year End 512,282,571 $11,244,377 510,676,937 $10.440.577 514,173,557 Z'~~asiewater: Gross Revenues 510.713.b15 5 8.827a"OS S 8,870.078 S1a,988,138 S1Q611,245 Operatm~ and Iviaintenance Expense ~,743,266 fi,504,883 7.763,799 6.733,286 6,939,792 Transfers In {dut) - - (1,9~9,146) {977.985} (b88,%02} Deprec~auon 420.834 4'37.781 483,771 502.273 508.281 Net Income (Loss} SS49.515 1.84A.841 2.581.5~4 4.730.56A 3.851.974 Retuned Eammgs at Year End 521,96$.827(1`~ 523.219,492 52~.841 I46 530.531J10 $34383.684 {1) Restated m 1990-91 Source C~tv of Santa ~liomca Fmance Depar~~ent, Comprehens~r-e Annual Financlal Reports -3Cr TAX i~~iATTERS In the opl~lon of Jones Hall H~li &c Wh~te, A Prafessional Law Carpora~~on, San Frar~cisco, Caiiforma, Spec~al Counsel. sub~ect, however, to the quahfications set forth below, under existing law. the port~on of each Series A Base Rental Payment designated as and compnsing mterest paid by the City~ and received by the registered awners of the Senes A Certificates ~s excluded from gross incame for federal mcome tax purposes except during any per~od wherein a Senes A Certxficate is held by a"substantxal user" of the facihties financed by the Ser~es A Certi~cates or a"reiated persan'' wrthin the meanine of Secuon 103{b)(13} of the Internal Revenue Code of 1954 (the "1954 Code"}, and is not an rtem of tax preference for purposes of the federal alternative minimum tax imposed an indx~~iduals and corporations, provided, however, that, for the purpose of compututg the alternative minimnm tax imposed on corporat~ons (as def~ned for federal mcome ta~: purposes), such mterest ~s taken into account in determmmg certa~n ~ncome and earnmgs The opuiions se.t forth zn the precedmg paragraph w~th respect to the S~rFes A Certificates are sub~zct to the condition that the City comply with all requ~rements of the Internal Revenue Code of 1486 and tY~e 1954 Code that must be satisf~ed subsequent to the del~very of the Lease Agreement in order that such inte.rest be. ar conunue to be, excluded fram gross incarne far federal xncome ta:c purposes The City has covenanted ta comply with each such re~quirement Failure to comply with certain of such requrrements may cause the ~nclusion of such interest in gross mcome for federal incomz ta~c purposes ta be retroactive to the date of delivery for the Lease Agreement. In the further opir-ion of Special Caunsel. mterest payable wrth respect to the 5enes A Certificates and interest payable w~th respect to the Ser~es B Certif~cates is exempt from Cahforn~a personal income t~es O~vners af the CertificaEes shou~d alsa be aware that the ownership or disposition of, or the accrual or rece~gt of interest pa~~able with respect to, the Certificates may have federal (with respect to the S~r~es A Certificates) or state (with respect to the Sene~s A Certificates and the Senes B Certificates) taac cansequences other than as described above. Special Counsel expresses no opimon regarding any federal or state taY consequences ar~smg with respect to the Certificates other than as expressly descr~bed above Interest payable with re~speet to the Series B Certif~cate~s ~s not excluded from gross ~ncome for federal ~ncome tax purposes CERTAIN LEGAL NIATTERS The legal opinian of Jones Hali Hill & White. A Professional Law Corporation, San Francisco, Cahfornia, Special Counsel, substantiall~~ m the form of Appendi~ C hereto, w~ll be made available to purchasers at the time Qf original delivery of the Certificates, and a copy thereaf will accompany eaeh Cert~ficate. Jones Hall H~ll & Wh~te wxll also act as dzsclosure counsel w~th respect ta the Cert~ficates Certain leffal matters will be passed upon for t~e Author~ty and the City by the Crty Attorne}~ + LITIGATIQ:~T There is no litiQat~on pending or, to the C~ty's knowledge, threatened in any way ta restrain or en~oui the execution or deli~ery of the Certificates, the Lease Agreement or the Trust -37- Agreement, to contest the val~d~ty af ihe Certificates, the Lease Agreement ar the Trust Agreement, or any proceeding of the Crty w~th respect thereto In the opinion of the City and its counsel, there are no lawsuits or claims pending aga.inst the City which w~ll matenally affect the Cit~l's financzs so as to impa~r its abzhty to pay Base ~tental Payments when due. UNDERWRITING The Certlficates are heing purchased by . as Underwnter The Underwr~ter has agreed to purchase the Certificates, sub~ect to certain condihons, at an aggregate discaunt of $ from the price at uhich the Cert~ficates are befng offered to the pubhc. The Underwnter is cammitted to purchase all of the Cemficates if any are purchased The Certificates are offered for sale at the initial pnces stated on the cover page of this Official Statement, which rna}T be chanaed from time to time b~~ the Underwnter. The Certificates ma}' be offered and sold to certam dealers at pr~ces lower than the public offenng pnces RATINGS Moody's Investors Service, Inc and Standard & Poor's Rat~ngs Group have gi~en the Certificates the rat~ngs set forth on the cover page hereof Such rat~ngs reflect only the ~iews af such arQan~zatfo~s and an explanation of the significance of such ratmg may be obtamed from Vlood~~'s Investors Serv~ce, Inc. and Standard & Poor's Ratings Group There is no assurance that such ratings ~4~i11 cantinue for an}T g~i-en periad of time or that such ratmgs will not be revised downr.~ard ar withdrawn entireiy by such organizations, if in their ~udgment circumstances sa warrant An3~ such do«nward rev~sion or withdrawal of such ratings may have an adverse effect on the market pnce of the Cert~ficatese VERIFICATION Ernst & Young w~ll ~erify the arithmetical accuracy of certain computat~ons as to {1) the suffic~ency of the investments deposited to pay, when due on certam dates deszgnated for maturity or pnor prepayment, the gr~ncipal. interest and prem~ums w~th respect to the Prior Certificates, (ii} the yFeld with respect to the Cert~ficates, and (iii) the yie~ld on the Refunding Secnnties purchased with a portion of the proceeds of the Certificates and deposited under the Pnor Trust Agreement FI1i TANCIAL ADVISOR Rauscher Pierce Refsnes, Inc . San Francisro. Californra, served as financial advisor to the Cit~l w~tl~ cespect to the sale of [he Certificates The financ~al advisor has ass~sted the City in the preparation of this Official Statemer~t and i~ other matters relating to the planning, structur~ng, execution and dehl~ery of the Cert~icates Rauscher P~erce Refsnes, Inc. w~ll receive compensation from the City cont~ngent upon the sale and del~very of the Certifzcates 1~iISCELLANEOL'S Insofar as any statements made in this Official Statement involve matters of opimon or of estimates, whether or not expressly stated, they are set forth as such and not as representations of -38- fact. No representat~on is made that any of the statements w~ll be real~zed Netther this Official Statement nor any statement wh~~h may have been made ~~erbally or in wnting is to be construed as a contract with the owners of the Ceruficates. Dunng the ~nzt~al affenng penod for the Certificates. copies of the Faciht~es L.ease, Lease Agreement and Trust A¢reement rna~~ be obtained, upon wntten request, from the Crty After del~very of the Certificates cop~es of such documents may be obtamed from the Trustee. City. The execut~on and deiivery ~f th~s Official Statement have been duly authorized by the CITY OF SANTA MONICA B~,. Jahn Jal~li, City Manager -39- ~PPENDIX ~ SiJ1~iMARY OF THE PRINCIPAL LEGAL DOCiT~iENTS A-1 APPE~IDIX S ALTDITED FINANCIAL STATEMENTS ~F THE CITY FOR THE YEAR ENDED JUNE 30,1994 B-1 APPENDIX C PROPOSED F4RM OF SPECIAL COUNSEL OPIN~ON C-1 24199-07 IF;HtV GH bct 7l25/95 7lZSI95 CONTINUING DISCL~SURE CERTIFICATE ,1995 CITY OF SANTA NZONICA CO~~TINUII~TG DISCLOSURE CERTIF'ICATE THI5 CO~iTINUING DISCLOSURE CERTIFICATE {th~s "Disclosure Certificate") is executed and delivered by the City of Santa Man~ca {the "Crty") ~n connection with the execution and delivery af $ Crty of Santa Vlon~ca CerE~ficates of Participation {1995 A~rport Facilities Refunding}. Senes A and B(the "Cert~ficates") The Certificates are being executed and dehvered pursuant ta a Trust Agreemer~t, dated as of August 1, 1995 (the "Trust Agreement'~), by and am~ng U.S Trust Company af Ca~ifarnia, NA., as trustee (the "Trustee"), the Santa ~omca Publ~c Financ~ng Author~ty and the Ciry. The Ciry cavenants and ~grees as follaws: Section 1. Purnose of the D'escEosure Certificate. T7us Disciosure Cert~fieate rs being executed and delivere~ by the City for the beneftt of the holders and beneficial owners of the Certificates and in order to assist the Pamc~pating Undervvnters in complying with S.E C Rule 15c2-12(b)(5) Section 2. Definitions. In add~t~on to the defin~tions set forth m the Trust Agreement, ~Nhich apply to any eapitahzed term used in this Disclasure Certificate unless othe~rw~se defined in this Section, the folla~ving capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the C~ty pursuant to, and as descnbed in, Sect~o~s 3 and 4 of this Disciosure Certifieate. "Dissemination Agent" means the City, or any successor Dissemination Agent designated in wnt~ng by the City and v~~h~ch has ftled with che C~ty a wntten acceptance of such des~gnatian. "Federal Securities La~s" means all federal securines laws, mcluding, wrthout limitation, the Secanties Act of 1933, as amended, the Secur~ties Exchange Act of ! 934, as amended, all rules and reguiatiQns promul~ated there~znder and atl administrative and case law interpretat~ons thereaf "Listed E~ents" means any of the e~'~riCS ~.i5ie~ 111 S~CiIOCI S(~} Of t~115 D15CIGSUr~ Certificate "Natianal Repository" means any Nationally Recognized Municipal Securities Informat~on Repos~tory for purposes of the Rule "Participating Under~vriter" means an}~ of the ong~nal underwnters af the Certificates required to comply with the Rule in connection with offering of the Cert~ficates "Repository" means each Natior~al Repasitory and each State Reposatory "Rule" means Rule 15c2-12(~)~5) adopted by the Securities and Exchange Commission under the Secunt~es Exchange Act of 1934, as the same may be~ amended from time ta time. "State Repasitary" means any public or pnvate repasitory or ent~ty designated by the State of Cal~farn~a as a state repository for the purpase of the Rute and recognized as such lay the Securities and Exchange Comrnission As of the date of this Disclosure Certificate, there is no State Regositary Section 3. Pra~~ision of Annual Renorts. {a) T'he City shall, or shall cause the Disseminat~on Agent to, ~rovide to each Repository an Annual Report which is consistent with tt~e requ~rements of Sec~on 4 af this D~sclosure Certificatz, not ~ater chan eight months after the end of the City's fiscal year (v~~hich currently would 1~e :~larch 1), commencmg with the repor~ for the 1994-95 Fiscal Year Not Iater than f~fteen (15) Business Days pnor to said date, the City shall gravide tlne Annual Report to the D~sseminat~on Agent (if ather than the Ciry) The l~nnual Report may be submitted as a sin~le document or as separate documents compr~sing a package. and may include hy reference other information as provided tn Section 4 of this D~sclosure Certxficate; pro~~~ded, howe~-er. that the audited financial statements of the City may be su~mitted separately fram the balance of the Annual Regart, and later than the date required above for the filing of the Annual Report if not a~a~lable by that date If the City's fiscal year changes, it shall gi~e notiee of such ehange in the same tnanner as for a Listed Event under Sect~on 5{c) (b) If the City is unable to provide to the Repositories an Annual Report by the date reqmred m subsection (a), the City shalI sznd a notice ~o the Mvnicfpal Secunties Rulemak~ng Board in substantially the form attached as Exhibzt A (c} The D~ssem~nat~on Agent st~all: (i) determine each year pnor to the date for provid~ng the Annual Repart the name and address of each National Repository and each State Repository, ff any; and (li} if the Dissem~nat~on Agent is other than the C~ty, file a report with the City certifying that the Annual Report has been prav~ded pursuant to this Disclosure Certificate, stat;ng the date ft was provided and listzng all the Repositories to which it was provided. Section 4. Content of Annual R~pqr~. The City's Annual Report shall contam or incorgorate by reference the fallo~ving. (a) Audited FFnancial Statements prepared tn accordance with generally accepted accountxng pnnciples as prorr~ulgated to apply to governmental entities from time to t~me t~y the Governmental Accountang Standards Board if the City's audited financial statements are no~ available by the time the Annual Report is required to be filed pursuant to Section 3(a}, the Annual Report shail eontain unaudited financial statements in a format similar to the financial statements conta~ned zn the final Official Statement, and the audited financ~al statements shall be filed ~n the same manner as the Annua~ Repart when they become available (b) [Add~tional Items To Be Listed As Determinzd By Transact~ar~ Wor~ng ~roup -- probably consist~r~~ largely of updates af spec~fic sect~ons and charts in the final official scatement ] Any or all of ihe items listed above may be included by specifzc reference to other docvrnents, ine~uding official statements ~f debt issues of the City or reIated public entit~es, which have been submrtted to each of tha Repasitories or the Securities and Exchange Commission If the document included by~ reference ~s a f~nal affic~al statement, it must be available from the Municipal Secur~t~es Rulemaking Board The City shall clearly ~dentify each su~h other document so included by reference. Sectian 5. Reuortin~ of Si~nificant Even~s (a) Pursuant to the pravisions af this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the fallou:~~ng events with respect to the Cert~ficates, if rnaterial under applicable Federal Secunt~es Laws -2- [i) Pnnc~pal and interest pa~~ment de~nquencies (ii) Non-payment related defaults (ui) Unscheduled dra«~s on debt service reserves reflect~ng financial difficuFtaes (2v) Unscheduled draw~s on credit enhancements retlecting financ~al d~fficulties. {v} Substitution of credit or liquidity prov~ders, or their faiiure ta perform. {vi) Adrerse ta~~ opinions or e~ents affect~ng tt~e t~-exempt status of the secunty {vii) Modifications to ri~hts of secur~ty~ holders. {viu) Cont~ngent or unscheduled Certi~cate calls. {ix) Defeasances (x) Release, subst~tution, or sale of property secunng repayment of the secunt~es {xi) Rating changes. (b) Whene~er the City obtams kno«lledge of the occurrence of a Listed Event, the City shall as soon as possible determ~ne if such event «~ould be material under applicab~e Federal Secunt~es Laws {c) If the City determines that kno~~~ledge of the accurrence of a Listed E~ent wouid be mat.~nal under applicab~e Federal Securit~es Laws, the City shall promptly file a not~ce of such occurrence with the Munieipal Securities Rulemaking Board and each State Repository. Notwithstanding the faregamg, not~ce of Listed Events descnbed ~n subsect~ons (a}(viu) arid {ix) need not be given under thxs subsectian any earlier than t~e nouce (if any) of the underly~ng event ~s gzven to holders of affected Certificates pursuant to the Trust Agreement Section (. The C~ty's abhgat~ons under th~s Disclosure Certificate shall terminate upon the legal defeasance, prror prepayment or payment m fuil of all af the Certificates. If s~ch termination occurs prior to the final matur~ty of the Certificates, the Crty shall g~ve natice of such terminatzon in the same manner as far a Listed Event under Section 5{c] Secfion 7. Dissemination A~ent. The Ciry may, from time to time, appaint or engage a Dissemination Agent to assist it in earr4fin~ out its obligat~ons under tlus Disclosure Cert.~ficate, and may discharge any such Agent, ~~ich or withaut appflinting a successor D~ssemtna~ion Agent Section S. Amendroent; ~~'ai~er. Notwithstand~ng any other provision of this Disclosure Certificate, che C~t}~ may amend this Disclos~r~ Certifscate, and any pravision of thic Disclosure Certificate may he wa~ved. pra~~ided that the followmg condit~ons are satisfied: (a) if the amendment or ~~~ai~~er relates to the provisions of Sectians 3(a}, 4 or 5(a), it may only be made in connecc~on w~th a change ~n circumstances that arises from a change in legal requirernents, change in law, or change in the idenuty, nature. or status of an obhgated persor with respect to the Cert~ficates, or type of bus~ness conducted; (b) the undertakings here~n, as proposed to be amended or waived, wauld, in the opinion of nationally recognized bond caunsel, have complied w~th the requirements of the Rule at t~e time of the pnmary offenng of the Certificates, after talung into account any amendments or interpretat~ons of the Rule, as well as any chan~e ~n cxrcumstances: and (c) the proposed amendr~ent or wa~ver elther (i} ~s approved by holders of the Certificates ui the manner prov~ded ~n the Indenture for amendments to the Indenture with [he cansent of halders, or {ii) does nOt, in the op~nzan of the Trustee or nationally recogmzed bond counsel, materially impair the interests of the halders or beneficial owners af the Certificates. , -~- If khe annual financial inforTnation or operat~ng data to be pro~ided ~n the Annual Report is amended pursuant to the prov~sions hereof, the first annual financial ~nformanon or operating data filed pursuant hereto contai~ung the amended financfa~ ~nformatian or operat~ng data sha11 explam, m narrative for~n. the reasons for the amendrnent and the ~mpact of the change in the t}~pe of financial mforrnat~on or operat~n~ data be~ng provided If an amendment is made to the undertaking specifying the acc~unting pnnciples to be follawed ~n preparing f~nan~~al statements, the annual ffnanciai staternents or ~nformation for the year ~n which the change is made shall present a compar~son between the f~nanc~al statements or mformat~on prepared on the basis af the new account;ng pr~nciples and chose prepared on the basi~ of the former accounting pnnc~p~es The comparison shall include a quahtative discussion of the differences in the accounting principles and the impact of the change ln the accounting pnnciples on th~ presentation of the financial statements or information, in order to pr~vide informat~on to investars to enable them to evaluats the ab~l~ty of the C~ty to meet its obiigat~ons. To the extent reasonably feas~ble, the campanson shall be quant~tative. A notice of the change ~n the accountin~ prmcipies shall be sent to the Repos~tor~es ~n the same manner as for a Listed Event under SecEfon 5(c} Section 9. Additional Inforrnation. Nothing ~n th~s Disclosure Cernficate shall be deemed ta prevent the City from dissern~nating any other ~nfarmatfan, ustng the means of dissernmat~on set forth in this DisclosUre Certificat~ or any other means of communicat~on, or mclvding any ot~er information in any Annual Repart or not~ce of occurrence of a Listed Event~ in addauon to that which ~s requlred by th~s Dis~losure Cert~ficate If the City choases to include any mformatian ~n any Annual Repart or notice of occurrence of a Listed E~~ent in addition to that which as specifically required by this Disclosure Certificate, the City shall have no ot~ligat~on under this Agreement to update such information ar ~nclude it ~n any future Annnal Repart flr notice of occurrence of a Listed Event Sectian 14. Defae~l In the event af a failure of the City to comply with any prov~sion of th~s Disclosure Cert.~f~cate, the Trustee ma}~ (and, at the request of any Participating Underwnter ar the holder5 of at ieast 25~1o ag~regate pr~ncipal amount of Outstanding Certificates, shall), or any holder ar beneficial awner of the Cert~ficates may take such actions as may be necessary and appropnate, including seeking mandate or specific performance l~y court order, to cause the City to camply with its obligations under this D~sclosure Certificate A default under this Disclosure Cert~ficate shall not be deemed an E~~ent of Default under the Trust Agreement, and the sale remedy under th~s Disclosure Certificate m the event of any failure of the City ta catnply with th~.s Disclosure Cemfzcate sha11 be an act~on to compe~ perfarmance. Section 11. Duties. Irnmunities and Liabilities of Dissemination A~en~ The D~ssemination Agent shall ha~e only such duti~s as are specifically set forth m this Disclosure Certificate, and the C~ty agrees to indemnify and save the Disseminatian Agent, its officers, directars, emplayees and agents, harmless against any lass, expense and liabilities which it rnay incur arising out of or ~n the exercise or performance of its powers and duties hereunderj including the costs and expenses (includin~ attorne~-s fees} of defendmg aga~nst any claun of liability, but excluding llabil~ties due t~ the Disse~ntnation Agent's ~egltgence or willful m~sconduct The obligations of the City under this Sect;an shall survive resignat~on or removai of the Dissemmation Agent and payment af the Certi~cat~s -~- Sec~ion 12. Bgngfi~i~rie$. This Disclosure Certificate shall lnure solely to the ben~fit of the City, the Dissernination Agent. ihe Parucipatm~ Underwr~ters and holders and laeneficial awners from txme to hme of the Cert~f~cates, and shall create no nghts in any other person or entity. Date: CITY OF SANTA MONICA By: APPROVED AS T4 FORM: Marsha Jones Moutne, C~t} Attorney -5- EXHIBIT A NOTICE TO M[]1~TICIPAL 5ECURITIES RULE111AKYNG BOARD OF FAILURE TO FILE ANNLAL REPORT Name of Issuer• City of Santa 11~ionica Name of Issue: City of Santa Monzca Cert~ficates of Partic~pation (1995 Airport Fac~lities Refunding), Series A and B Date of Issuance. August _. 1995 NOTICE ~S HEREBY GIVEN that the City has not prov~ded an Annual Report with respect to the above-named Cert~f~cates as requ~red by Secuon b.08 of the Trust Agreement, dated as of August 1, 1995, by and among U S Trust Company of Cahforn~a, N.A , as trustee, the Santa Momca Pubhc Financing A~thanty and the C~ty [Tl~e City anticipates that the Annuai Report will be fileci by ] Dated: CITY OF SANTA MONICA By:. Exhibit A-1 y f:atty\muni\laws\jl\quake,res City Council Meeting 8-8-55 Santa Monica, Ca~iforn~a RESDLUTION NUMBER g~2~(CCS) {City Couneil Series) A RESOLUTION OF THE CITY COUNCIL 4F THE CZTY OF SANTA MONICA DECLARING THE EXISTENCE OF A C~NTINUING LOCAL EMERGENCY WHEREAS, on January 17, 199~, an earthquake struck Sauthern California causing severe damage within the City af Santa Monica; and WHEREAS, on J~nuary 17, 1994, as a result of the earthquake the City's Director of Emergency Services issued a declaration ~f local emergancy; and WHEREAS, on January 17, 1994, as a result of the earthquake a state af emergency was dsclared in the County of Los Angeles by the federal, state and cvunty governments; and WHEREAS, as a result of the earthquake a state of local emergency continues to exist within the City of 5anta Monica~ NOW, TAEREFORE~ the City Council of the City of Santa Monica does r~solve and proc~.aim as follows: SECTION 1. The City Council declares that a state of local emergency continues to exist within the City of Santa Monica. SECTIDN 2. The City Council directs the Director of Emergency Servi.ces ar his ar her desiqnee ta take such ~ctians as are apprapriate to the ful~est extent provided by federal, state and