R-10444ATTACHMENT G1
City Council Meeting 11-24-2009 Santa Monica, California
RESOLUTION NO. 10444 (CCS)
(CITY COUNCIL SERIES)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE
CITY OF A SECOND AMENDMENT TO LEASE AGREEMENT, A SECOND
SUPPLEMENTAL INDENTURE AND A CONTINUING DISCLOSURE
CERTIFICATE IN CONNECTION WITH THE ISSUANCE OF SANTA
MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE
REFUNDING BONDS, SERIES 2009 (PUBLIC SAFETY FACILITY
PROJECT), APPROVING THE ISSUANCE OF SUCH BONDS IN AN _
AGGREGATE PRINCH'AL AMOUNT OF NOT TO EXCEED $10,000,000,
APPROVING A BOND PURCHASE AGREEMENT FOR SUCH BONDS,
AUTHORIZING THE DISTRHiUTION OF AN OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
CERTIFICATES AND RELATED ACTIONS
WHEREAS, the City of Santa Monica (the "City") previously financed a portion of the costs
of the acquisition, construction and installation of certain capital improvements constituting a public
safety facility and related improvements, facilities and equipment (the "Project");
WHEREAS, in order to accomplish such financing, the City leased certain real property on
which the Project is being constructed (the "Site") to the Santa Monica Public Financing Authority
(the "Authority") pursuant to a Ground Lease, dated as of September 1, 1999, and subleased the Site
and the Project back from the Authority pursuant to a Lease Agreement, dated as of September 1,
1999 as amended by a First Amendment to Lease Agreement dated as of January 1, 2002 (as so
amended, the "Original Lease Agreement");
WHEREAS, the City and the Authority determined that it would be in the best interests of
the City and the Authority to provide the funds necessary to finance the acquisition, construction and
installation of the Project through the issuance by the Authority of two series of bonds, the Santa
Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (Public Safety Facility
Project) (the "Series 1999 Bonds") and Series 2002A (the "Series 2002A Bonds"), payable from the
base rental payments (the "Base Rental Payments") to be made by the City under the Original Lease
Agreement;
WHEREAS, all rights to receive such Base Rental Payments were assigned without recourse
by the Authority to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee")
pursuant to an Assignment Agreement, dated as of September 1, 1999 as amended by a First
Amendment to Assignment Agreement dated as of January 1, 2002 (as so amended, the "Original
Assignment Agreement");
WHEREAS, in consideration of such assignment and the execution of the Indenture, dated
as of September 1, 1999 as supplemented by a First Supplemental Indenture dated as of January 1,
2002 (as so supplemented, the "Original Indenture"), by and among the Trustee, the Authority and
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the City, the Authority issued the Series 1999 Bonds and the Series 2002A Bonds (capitalized
undefined terms used in these recitals shall have the meanings ascribed thereto in the Original
Indenture);
WHEREAS, the Original Indenture provides that, subject to the conditions set forth therein,
in addition to the Series 1999 Bonds and the Series 2002A Bonds, the City, the Authority and the
Trustee may by execution of a supplemental Indenture, without the consent of the Owners, provide
for the issuance of Additional Bonds, payable from additional Base Rental Payments;
WHEREAS, the Original Lease Agreement provides that the Original Lease Agreement and
the rights and obligations of the Authority and the City thereunder may be amended or supplemented
at any time by an amendment thereof or supplement thereto which shall become binding upon
execution by the Authority and the City, without the written consents of any Owners, in order to
provide for the issuance of Additional Bonds in accordance with the provisions of the Indenture;
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Series
2009 Bonds;
WHEREAS, the City desires to refinance all or a portion of the Project originally financed
with the proceeds of the Series 1999 Bonds;
WHEREAS, in order to accomplish such refinancing, the Authority and the City desire to
enter into a Second Amendment to Lease Agreement (the "Second Lease Amendment") in order to
amend the Original Lease Agreement so as to modify the amount of Base Rental Payments payable
thereunder and to make certain other modifications in order to provide for the issuance of Additional
Bonds in accordance with the provisions of the Original Indenture (the Original Lease Agreement as
so amended is referred to as the "Lease Agreement");
WHEREAS, the City and the Authority have determined that it would be in the best interests
of the City and the Authority to provide the funds necessary to refinance all or a portion of the
Project originally financed with the proceeds of the Series 1999 Bonds through the offering and sale
of Additional Bonds, designated "Santa Monica Public Financing Authority Lease Revenue
Refunding Bonds, Series 2009 (Public Safety Facility Project)" (the "Series 2009 Bonds"), payable
from the additional Base Rental Payments;
WHEREAS, the Authority and the Trustee desire to enter into a Second Amendment to
Assignment Agreement in order to amend the Original Assignment Agreement so as to expressly
provide that all rights to receive the Base Rental Payments, including the amounts thereof provided
for in the Second Lease Amendment, have been assigned without recourse by the Authority to the
Trustee;
WHEREAS, the Authority and the City desire that the Trustee, the Authority and the City
enter into a Second Supplemental Indenture (the "Second Supplemental Indenture") in order to
provide for the execution and delivery of the Series 2009 Bonds;
WHEREAS, the Series 2009 Bonds will be issued pursuant to the Marks-Roos Local Bond
Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act")
(including Section 6595.3 of the Act which authorizes the issuance of bonds by the Authority for the
purpose of refunding any Authority Bonds);
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WHEREAS, the City and the Authority have determined that debt service savings can be
achieved by the refunding and defeasance of the Series 1999 Bonds;
WHEREAS, the City and the Authority have selected Stone & Youngberg LLC to act as
underwriter (the "Underwriter") to purchase the Series 2009 Bonds from the Authority pursuant to a
Bond Purchase Agreement (the "Bond Purchase Agreement");
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement") to be distributed in connection with the public offering of the Series 2009 Bonds has
been prepared;
WHEREAS, a form of Escrow Agreement (the "Escrow Agreement") between the Authority
and the Trustee, as escrow agent, providing for the defeasance of the Series 1999 Bonds to be
refunded has been prepared;
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule
15c2-12") requires that, in order to be able to purchase or sell the Series 2009 Bonds, the underwriter
thereof must have reasonably determined that the City has undertaken in a written agreement or
contract for the benefit of the holders of the Series 2009 Bonds to provide disclosure of certain
financial information and certain material events on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute
and deliver a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate");
WHEREAS, the City is a member of the Authority and the Project is located within the
boundaries of the City;
WHEREAS, the City has previously held a public hearing on the financing of the Project in
accordance with Section 6586.5 of the Act, which hearing was held at 1685 Main Street, Santa
Monica, California on September 14, 1999;
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was
published once at least five days prior to the hearing in the Los Angeles Times, a newspaper of
general circulation in the City;
WHEREAS, the City Council of the City (the "City Council") has been presented with the
form of each document refen•ed to herein relating to the financing contemplated hereby, and the City
Council has examined and approved each document and desires to authorize and direct the execution
of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of California
and the City Charter of the City to exist, to have happened and to have been performed precedent to
and in connection with the consummation of such financing authorized hereby do exist, have
happened and have been performed in regular and due time, form and manner as required by law, and
the City is now duly authorized and empowered, pursuant to each and every requirement of law, to
consummate such financing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SANTA MONICA, as follows:
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Section 1. All of the recitals herein contained are true and correct and the City Council
so finds.
Section 2. The City Council, on behalf of the City, hereby finds that the use of the Act to
assist the City in financing the Project will result in significant public benefits to the citizens of the
City because it is expected that such use will provide demonstrable savings in effective interest rate
costs.
Section 3. The form of the Second Lease Amendment, on file with the City Clerk, is
hereby approved, and the Mayor of the City, or such other member of the City Council as the Mayor
may designate, the City Manager of the City and the Director of Finance of the City (the "Authorized
Officers"), are each hereby authorized and directed, for and in the name and on behalf of the City, to
execute and deliver the Second Lease Amendment in substantially said form, with such changes,
insertions and omissions therein as the Authorized Officer executing the same may require or
approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided,
however, that the term of the Lease Agreement shall terminate no later than July 1, 2021 (provided
that such term may be extended as provided therein) and the true interest cost applicable to the
interest components of the Base Rental Payments shall not exceed 4.25% per annum.
Section 4. The form of Second Supplemental Indenture, on file with the City Clerk, is
hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Second Supplemental Indenture in
substantially said form, with such changes, insertions and omissions therein as the Authorized
Officer executing the same may require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof; provided, however, that the aggregate amount of the Series 2009
Bonds shall not exceed $10,000,000, the final maturity date of the Series 2009 Bonds shall be no
later than July 1, 2021 and the true interest cost applicable to the Series 2009 Bonds shall not exceed
4.25% per annum and, provided, further, that such changes, insertions and omissions shall be
consistent with the terms of the Series 2009 Bonds established by offering the Series 2009 Bonds at
negotiated sale pursuant to the Bond Purchase Agreement.
Section 5. The Bond Purchase Agreement, on file with the City Clerk, is hereby
approved and the Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the City, to execute and deliver the acceptance thereof set forth in the Bond
Purchase Agreement, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such requirement or approval to be conclusively
evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided,
however, that such changes, insertions and omissions shall not result in an aggregate underwriter's
discount (not including any original issue discount or bond insurance or reserve surety premium paid
by the Underwriter) from the principal amount of the Series 2009 Bonds in excess of five tenths of
one percent (.5%) of the aggregate principal amount of the Series 2009 Bonds.
Section 6. The issuance of not to exceed $10,000,000 aggregate principal amount of the
Series 2009 Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as
specified in the Second Supplemental Indenture as finally executed, is hereby approved.
Section 7. The form of Preliminary Official Statement, on file with the City Clerk, with
such changes, insertions and omissions therein as may be approved by an Authorized Officer, is
hereby approved, and the use of the Preliminary Official Statement in connection with the offering
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and sale of the Series 2009 Bonds is hereby authorized and approved. The Authorized Officers are
each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is
deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain
final pricing, rating and related information as permitted by Rule 15c2-12).
The Authorized Officers are each hereby authorized and directed to famish, or cause to be
famished, to prospective bidders for the Series 2009 Bonds a reasonable number of copies of the
Preliminary Official Statement.
Section 8. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the Series 2009 Bonds, is hereby authorized and approved.
The Official Statement shall be in substantially the form of the Preliminary Official Statement with
such changes, insertions and omissions as may be approved by an Authorized Officer, such approval
to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are
each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the
final Official Statement and any amendment or supplement thereto for and in the name and on behalf
of the City.
Section 9. The form of Continuing Disclosure Certificate, on file with the City Clerk, is
hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the
name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in
substantially said form, with such changes, insertions and omissions therein as the Authorized
Officer executing the same may require or approve, such approval to be conclusively evidenced to
the execution and delivery thereof.
Section 10. Anything to the contrary in this resolution notwithstanding, in the event the
City Director of Finance determines that market conditions dictate that the Series 1999 Bonds should
be refinanced in part only, the Series 2009 Bonds shall be issued only in such amount as necessary to
accomplish the refunding in part only and all instruments approved hereby shall be modified as
needed to reflect such partial refinancing.
Section 11. The officers, employees and agents of the City are hereby authorized and
directed, jointly and severally, to do any and all things which they may deem necessary or advisable
in order to consummate the transactions herein authorized and otherwise to carry out, give effect to
and comply with the terms and intent of this Resolution.
Section 12. All actions heretofore taken by the officers, employees and agents of the City
with respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 13. The City Clerk shall certify to the adoption of this Resolution and thenceforth
and thereafter the same shall be in full force and effect.
APPROVED AS TO FORM:
MA S JO S MOUT
City ttome
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Adopted and approved this 10th day of November, 2009.
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Pam O'Connor, Mayor Pro Tem
I, Maria Stewart, City Clerk of the City of Santa Monica, do hereby certify
that the foregoing Resolution No. 10444 (CCS) was duly adopted at a meeting of
the Santa Monica City Council held on the 24th day of November, 2009, by the
following vote:
Ayes: Council members: Bloom, Davis, Holbrook, McKeown
Mayor Pro Tem O'Connor
Noes: Council members: None
Abstain: Council members: None
Absent: Council members: Shriver
Mayor Genser
ATTEST:
Maria M. Stewart, Cit Clerk