R10881City Council Meeting June 9, 2015 Santa Monica, California
RESOLUTION NUMBER I 0 W1 (CCS)
(City Council Series)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA
AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A GROUND
LEASE, A LEASE AGREEMENT, AN INDENTURE AND A CONTINUING
DISCLOSURE CERTIFICATE IN CONNECTION WITH THE ISSUANCE OF SANTA
MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS,
SERIES 2015 (CIVIC CENTER PARKING PROJECT), APPROVING THE ISSUANCE
OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$31,000,000, APPROVING A NOTICE OF INTENTION TO SELL AND A NOTICE
INVITING BIDS FOR SUCH BONDS, AUTHORIZING THE DISTRIBUTION 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, in order to finance the construction, installation, reimbursement and
acquisition of certain capital improvements constituting a public parking garage and
related improvements (the "Project'), the City of Santa Monica (the "City ") and the Santa
Monica Public Financing Authority (the "Authority ") entered into a Lease Agreement,
dated as of December 1, 2004 (the 'Prior Lease Agreement'); and
WHEREAS, in order to provide the funds necessary to finance the Project, the
Authority issued its Santa Monica Public Financing Authority Lease Revenue Bonds,
Series 2004 (Civic Center Parking Project) (the 'Prior Bonds "), payable from the base
rental payments to be made by the City pursuant to the Prior Lease Agreement; and
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WHEREAS, the City desires to refinance the Project by exercising its option to
prepay the base rental payments to be made by the City pursuant to the Prior Lease
Agreement, thereby causing the Prior Bonds to be defeased and redeemed; and
WHEREAS, in order to refinance the Project, the City will lease certain real
property, and the improvements thereto (the 'Property "), to the Authority pursuant to a
Ground Lease (such Ground Lease, 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 "Ground Lease "); and
WHEREAS, the City will sublease the Property back from the Authority pursuant
to a Lease Agreement (such Lease 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 "Lease Agreement'); and
WHEREAS, in order to provide the funds necessary to refinance the Project and
redeem the Prior Bonds, the City and the Authority desire that the Authority issue its
Santa Monica Public Financing Authority Lease Revenue Refunding Bonds, Series
2015 (Civic Center Parking Project) (the "Bonds "), in an aggregate amount not to
exceed $31,000,000, payable from the base rental payments (the "Base Rental
Payments ") to be made by the City pursuant to the Lease Agreement; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds,
to establish and declare the terms and conditions upon which the Bonds are to be
issued and secured and to secure the payment of the principal thereof, premium, if any,
and interest thereon, the City, the Authority and MUFG Union Bank, N.A., as Trustee,
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propose to enter into an Indenture (such Indenture, in the form presented to this
meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, being referred to herein as the "Indenture "); and
WHEREAS, all rights to receive the Base Rental Payments will be assigned
without recourse by the Authority to the Trustee pursuant to the Indenture; and
WHEREAS, the City and the Authority desire to provide for the public sale of the
Bonds; and
WHEREAS, a form of the Notice Inviting Bids inviting bids in connection with the
public sale of the Bonds has been prepared (such Notice Inviting Bids, 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 "); and
WHEREAS, a form of the Notice of Intention to Sell to be published in connection
with the public offering of the Bonds has been prepared (such Notice of Intention to Sell,
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 of Intention
to Sell "); and
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 Bonds,
the underwriter thereof must have reasonably determined that the City has, or one or
more appropriate obligated persons have, undertaken in a written agreement or contract
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for the benefit of the holders of the Bonds to provide disclosure of certain financial
information and certain material events on an ongoing basis; and
WHEREAS, in order to cause such requirement to be satisfied, the City desires
to execute and deliver a 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'); and
WHEREAS, a form of the Preliminary Official Statement to be distributed in
connection with the public offering of the Bonds has been prepared (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'); and
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Ground Lease;
(b) the Lease Agreement;
(c) the Indenture;
(d) the Notice Inviting Bids;
(e) the Notice of Intention to Sell;
(f) the Continuing Disclosure Certificate; and
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(g) the Preliminary Official Statement; and
WHEREAS, the City desires 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 Bonds and the refunding of the Prior Bonds; and
WHEREAS, all acts, conditions and things required by the Constitution, 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 the
transactions 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 transactions 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:
SECTION 1. The foregoing recitals are true and correct, and the City Council of
the City (the "City Council ") so finds and determines.
SECTION 2. The form of the Ground Lease, on file with the City Clerk of the City
(the "City Clerk "), is hereby approved. Each of the Mayor of the City, or such other
member of the City Council as the Mayor may designate, the City Manager of the City,
the Director of Finance/Treasurer of the City and the Assistant City Treasurer of the City
(each, an "Authorized Officer ") is hereby authorized, and any one of the Authorized
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Officers is hereby directed, for and in the name of the City, to execute and deliver the
Ground Lease in the form submitted 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 Ground
Lease by such Authorized Officer.
SECTION 3. The form of the Lease Agreement, on file with the City Clerk, is
hereby approved. Each of the Authorized Officers is hereby authorized, and any one of
the Authorized Officers is hereby directed, for and in the name of the City, to execute
and deliver the Lease Agreement in the form submitted 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 Lease Agreement by such Authorized Officer; provided, however, that
the aggregate amount of the principal of the Bonds payable from the Base Rental
Payments shall not exceed $31,000,000, the term of the Lease Agreement shall
terminate no later than July 1, 2033 (provided that such term may be extended as
provided therein) and the true interest cost attributable to the Base Rental Payments
shall not exceed 4.00% per annum.
SECTION 4. Subject to the provisions of Section 5 hereof, the issuance of the
Bonds, in an aggregate principal amount of not to exceed $31,000,000, on the terms
and conditions set forth in, and subject to the limitations specified in, the Indenture, be
and the same is hereby authorized and approved; provided, however, that the Bonds
shall be so issued only if the net present value savings achieved as a result of issuing
the Bonds to refund the Prior Bonds is not less than 3.00 %. The Bonds shall be dated,
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shall bear interest at the rates, shall mature on the dates, shall be subject to call and
redemption, 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 5. The form of the Indenture, on file with the City Clerk, is hereby
approved. Each of the Authorized Officers is hereby authorized, and any one of the
Authorized Officers is hereby directed, for and in the name of the City, to execute and
deliver the Indenture in the form submitted 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; provided, however, that such changes,
insertions and omissions shall not authorize an aggregate principal amount of Bonds in
excess of $31,000,000, shall not result in a final maturity date of the Bonds later than
July 1, 2033 and shall not result in a true interest cost for the Bonds in excess of 4.00 %.
SECTION 6. The form of the Notice Inviting Bids, on file with the City Clerk, with
such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved. The use of the Notice Inviting Bids in connection with the
offering and sale of the Bonds is hereby authorized and approved.
SECTION 7. The form of the Notice of Intention to Sell, on file with the City
Clerk, with such changes, insertions and omissions therein as may be approved by an
Authorized Officer, is hereby approved. The publication of the Notice Inviting Bids, and
the use thereof in connection with the offering and sale of the Bonds, is hereby
authorized and approved.
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SECTION 8. The form of the Continuing Disclosure Certificate, on file with the
City Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized,
and any one of the Authorized Officers is hereby directed, for and in the name of the
City, to execute and deliver the Continuing Disclosure Certificate 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 Continuing Disclosure Certificate by
such Authorized Officer.
SECTION 9. The form of the 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 and sale of the 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).
SECTION 10. The preparation and delivery of a final Official Statement (the
"Official Statement "), and its use in connection with the offering and sale of the 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. Each of the
Authorized Officers is hereby authorized, and any one of the Authorized Officers is
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hereby directed, for and in the name of the City, to execute the final Official Statement
and any amendment or supplement thereto.
SECTION 11. The Authorized Officers and the officers and employees of the
City are, and each of them is, hereby authorized and directed, for and in the name of
the City to do any and all things and to execute and deliver any and all documents
which they or any of them deem necessary or advisable in order to consummate the
transactions contemplated by this Resolution 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 and employees of the
City with respect to the refunding of the Prior Bonds or the issuance and sale of the
Bonds, or in connection with or related to any of the agreements or documents referred
to herein, 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:
A, � Wj�'
Mar a JoP664 Moutrie
City ttornpy
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Adopted and approved this 9th day of June, 2015.
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Kevin McKeown, Mayor
I, Sarah P. Gorman, City Clerk of the City of Santa Monica, do hereby certify that
the foregoing Resolution No. 10881 (CCS) was duly adopted at a meeting of the Santa
Monica City Council held on the 9th day of June, 2015, by the following vote:
AYES: Councilmembers: Davis, Himmelrich, O'Day,
Mayor McKeown, Mayor Pro Tem Vazquez
NOES: Councilmember: None
ABSENT: Councilmember: O'Connor, Winterer
ATTEST:
Sarah P. Gorman, City Clerk