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,
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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');
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(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
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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
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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
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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:
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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