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r-10675City Council Meeting: May 8, 2012 Santa Monica, California RESOLUTION NUMBER 10675 (CCS) (City Council Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AUTHORIZING THE ISSUANCE OF CITY OF SANTA MONICA WASTEWATER REFUNDING REVENUE BONDS SERIES 2012A, APPROVING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL INDENTURE AND.A BOND PURCHASE AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO WHEREAS, the City is a municipal corporation and charter city, duly organized and existing under its charter pursuant to which the City has the right and power to make and enforce all laws and regulations in respect to municipal affairs and certain other matters in accordance with and as more particularly provided in the Constitution of the State of California and Section 400 of the Charter of the City; and WHEREAS, the City Council of the City, acting under and pursuant to the powers reserved to the City under the Constitution of the State of California and Section 400 of the Charter of the City and Chapter 2.36 of the Municipal Code of the City and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, including, but not limited to, Section 53583 thereof (collectively, the "Law "), is authorized, among other things, to issue bonds to refund bonds previously issued pursuant to the Law; WHEREAS, the City owns and operates facilities for the collection of sewage, waste and storm water, including drainage, and has certain rights in facilities for the treatment and disposal of sewage, waste and storm water; WHEREAS, in order to refinance bonds issued to finance improvements to said facilities, the City issued pursuant to the Law its City of Santa Monica Wastewater Enterprise Revenue Bonds (Hyperion Project), 1993 Refunding Series (the "1993 Bonds "), currently outstanding in the aggregate principal amount of $9,670,000; WHEREAS, in 2005 the City refunded in part the 1993 Bonds through the issuance of its $20,305,000 Wastewater Enterprise Refunding Revenue Bonds (Hyperion Project) 2005 Series A (the "2005 Bonds "); WHEREAS, the City has determined that debt service savings can be achieved by the refunding and defeasance of the outstanding 1993 Bonds; WHEREAS, the City is empowered pursuant to the Law, to issue bonds to refund and defease the 1993 Bonds and, for such purpose, the City has determined to issue its City of Santa Monica Wastewater Refunding Revenue Bonds Series 2012A (the "2012A Bonds "), in an aggregate principal amount of not to exceed $10,000,000; WHEREAS, in order to provide for the authentication and delivery of the 2012A Bonds, to establish and declare the terms and conditions upon which the 2012A Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the City proposes to enter into an Indenture with the Trustee (such Indenture in the form presented to this meeting, with such changes, 2 of 8 insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Indenture ") and the 2012A Bonds shall be issued and secured pursuant to the Indenture; WHEREAS, this City Council deems it proper and the necessary that the 2012A Bonds shall be sold only following competitive bid therefor, and that bids be invited for the 2012A Bonds in the amount of not to exceed $10,000,000, and that if bids are satisfactory, said 2012A Bonds be sold in the manner and at the time and place hereinafter set forth; WHEREAS, there have been prepared and submitted to this meeting forms of: (1) the Indenture; (2) the Notice Inviting Proposal for Purchase of Bonds (such Notice Inviting Proposal for Purchase of Bonds in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Notice Inviting Bids ") to be used in connection with the offering and sale of the 2012A Bonds; (3) the Preliminary Official Statement to be used in connection with the offering and sale of the 2012A Bonds (such Preliminary Official Statement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the 'Preliminary Official Statement'); 3 of 8 (4) the Escrow Agreement between the City and U.S. Bank National Association, as Escrow Bank, to be used to accomplish the refunding of the 1993 Bonds (such Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution being referred to herein as the "Escrow Agreement'); (5) the Continuing Disclosure Certificate (such Continuing Disclosure Certificate in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure Certificate") to be executed by the City; and WHEREAS, the City desires to proceed to issue and sell the 2012A Bonds and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the 2012A Bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: SECTION 1. Subject to the provisions of Section 2 hereof, the issuance of the 2012A Bonds, in the aggregate principal amount of not to exceed $10,000,000 on the terms and conditions set forth in, and subject to the limitations specified in the Indenture, is hereby authorized and approved. The 2012A Bonds shall be dated, shall bear interest, shall mature on the dates, shall be issued in the form, and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution. SECTION 2. The Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Mayor of the City, or such member of the City Council as the Mayor may designate, the City Manager, the City Attorney, the Director of Finance of the City and the City Clerk (collectively, the "Authorized Officers ") are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Indenture in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer. SECTION 3. Bids for the purchase of the 2012A Bonds in the amount of not to exceed $10,000,000 shall be received by electronic means, through Parity, administered by i Deal LLC or other internet -based providers, up to the hour of 10:00 a.m. on May 15, 2012, or such other date and time as is selected by the City Manager, or his written designee, and, if determined to be in the best interests of the City by the City Manager, or his written designee, at such later date as specified pursuant to the Notice Inviting Bids Bid Form presented to this meeting and on file with the City Clerk, thereafter until a bid is accepted. The notice of intention to sell 2012A Bonds is hereby ratified. The City Clerk or Public Resources Advisory Group is hereby authorized and directed to cause to be furnished to prospective bidders copies of the Notice Inviting Bids, and the Preliminary Official Statement; but the failure, in whole or in part, to .. comply with this paragraph shall not in any manner affect the validity of the sale of the 2012A Bonds. The Notice Inviting Bids shall be substantially in the form presented to this City Council. On any date on which bids are duly received, the City Manager or the Director of Finance is hereby authorized and directed to award the 2012A Bonds to the highest responsible bidder (i.e. the bidder with the lowest true interest cost) at a price of par or better, provided the true interest cost to the City shall result in net present value savings of at least 3.00% of the outstanding principal amount of the 1993 Bonds; provided she or he may, in her or his discretion, reject all bids. SECTION 4. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the 2012A Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for an in the name of the City, to certify to the Underwriter that the Preliminary Official Statement has been "deemed final' for purposes of Rule 15c2 -12 promulgated by the Securities and Exchange Commission. SECTION 5. The form of the Continuing Disclosure Certificate to be executed by the City presented to this City Council is approved in substantially the form presented. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute the Continuing Disclosure Certificate in NEW substantially said form, with such changes therein as such Authorized Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 6. The preparation and delivery of a final Official Statement (the "Official Statement'), and its use in connection with the offering and sale of the 2012A Bonds, be and the same 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, and each of them is, hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto. SECTION 7. The Escrow Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Escrow Agreement in the form presented to this meeting, 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 Escrow Agreement by such Authorized Officer. SECTION 8. The Authorized Officers are, and each of them hereby is, authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for WWI carrying out the issuance of the 2012A Bonds and the transactions contemplated by the Indenture, the Notice Inviting Bids, the Official Statement, the Escrow Agreement and this Resolution. SECTION 9. All actions heretofore taken by the Authorized Officers with respect to the issuance and sale of the 2012A Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. SECTION 10. The City Council 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: :? Adopted and approved this 8th day of May, 2012. G._ Ri and Bloom, Mayor I, Denise Anderson - Warren, Acting City Clerk of the City of Santa Monica, do hereby certify that the foregoing Resolution No. 10675 4CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 8 h day of May, 2012, by the following vote: AYES: Councilmembers Holbrook, McKeown, O'Day, Shriver Mayor Pro Tern Davis, Mayor Bloom NOES: None ABSENT: Councilmembers Holbrook, O'Connor ATTEST: ONi/ "l �Q 1 dGIdn't- - Denise Anderso - Warren, Acting City Clerk