R10882City Council Meeting June 9, 2015 Santa Monica, California
RESOLUTION NUMBER IOYS'2— (CCS)
(City Council Series)
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MONICA APPROVING THE SUBSTITUTION
AND RELEASE OF PROPERTY LEASED IN CONNECTION WITH THE
SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE
BONDS, SERIES 2011A, AND SANTA MONICA PUBLIC FINANCING
AUTHORITY LEASE REVENUE REFUNDING BONDS,
SERIES 2011B, AUTHORIZING THE EXECUTION AND DELIVERY BY
THE CITY OF A FIRST AMENDMENT TO GROUND LEASE AND
A FIRST AMENDMENT TO LEASE AGREEMENT IN CONNECTION
THEREWITH AND AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
WHEREAS, in order to finance a portion of the costs of the acquisition,
construction and installation of certain capital improvements constituting a public
parking garage and related improvements, facilities and equipment (the "2002 Project "),
and to refinance a portion of the costs of the acquisition, construction and installation of
certain capital improvements constituting a public safety facility and related
improvement, facilities and equipment (the "2011 Project'), the City of Santa Monica
(the "City ") leased certain real property, and the improvements thereon (the "Original
Property'), to the Santa Monica Public Financing Authority (the "Authority ") pursuant to
the Ground Lease, dated as of November 1, 2011 (the "Ground Lease "); and
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WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project,
the Authority leased the Original Property to the City pursuant to the Lease Agreement,
dated as of November 1, 2011 (the "Lease Agreement'); and
WHEREAS, in order to provide funds to refinance the 2002 Project and finance
the 2011 Project, the Authority issued its Santa Monica Public Financing Authority
Lease Revenue Bonds, Series 2011A, and its Santa Monica Public Financing Authority
Lease Revenue Refunding Bonds, Series 2011 B, pursuant to the Indenture, dated as of
November 1, 2011 (the "Indenture "), by and among the Authority, the City and The Bank
of New York Mellon Trust Company, N.A., as Trustee (the 'Trustee "); and
WHEREAS, in order to refinance the 2002 Project and finance the 2011 Project,
the Authority assigned without recourse certain of its rights in the Ground Lease and the
Lease Agreement, including its right to receive base rental payments from the City
pursuant to the Ground Lease, to the Trustee pursuant to the Assignment Agreement,
dated as of November 1, 2011 (the "Assignment Agreement') (capitalized undefined
terms used herein have the meanings ascribed thereto in the Lease Agreement); and
WHEREAS, Section 9.03 of the Lease Agreement provides that, subject to the
specific conditions precedent set forth therein, the City shall have the right to substitute
alternate real property for any portion of the Original Property and to release a portion of
the Original Property from the Lease Agreement; and
WHEREAS, the City has determined to substitute certain real property, and the
improvements thereon, as further described herein (the "Property "), for the Original
Property and to release the Original Property from the Ground Lease and the Lease
Agreement; and
WHEREAS, the City and the Authority desire that the description of the real
property and the improvements thereto set forth in the Ground Lease, the Lease
Agreement and the Assignment Agreement be amended in order to provide for such
substitution and release; and
WHEREAS, Section 10.07 of the Lease Agreement provides that the Lease
Agreement and the Ground Lease and the rights and obligations of the Authority and
the City thereunder may be amended at any time by an amendment thereto which shall
become binding upon execution by the Authority and the City, without the written
consents of any Owners, but only to the extent permitted by law, in order to provide for
the substitution or release of a portion of the Original Property in accordance with the
provisions of Section 9.03 of the Lease Agreement; and
WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Ground Lease (such First Amendment to 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 "First
Amendment to Ground Lease "); and
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Ground Lease; and
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WHEREAS, in order to provide for such substitution and release, there has been
prepared a First Amendment to Lease Agreement (such First Amendment to 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 "First
Amendment to Lease Agreement'); and
WHEREAS, the Property, which is to be substituted for the Original Property, is
described in Exhibit A to the First Amendment to Lease Agreement; and
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the First Amendment to Ground Lease; and
(b) the First Amendment to Lease Agreement; 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 substitution
and release of the property, and improvements thereon, leased pursuant to the Ground
Lease and the Lease Agreement; 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
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consummate such transactions for the purpose, in the manner and upon the terms
herein provided.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA
DOES RESOLVE 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 substitution of the Property, as the property leased pursuant to
the Ground Lease and the Lease Agreement, for the Original Property, as the property
leased pursuant to the Ground Lease and the Lease Agreement, and the release of the
Original Property from the Ground Lease and the Lease Agreement is hereby approved.
SECTION 3. The form of the First Amendment to 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
Treasurer of the City (each, an "Authorized Officer ") 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 First Amendment to 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 First Amendment to Ground Lease by such
Authorized Officer.
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SECTION 4. The form of the First Amendment to 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 First Amendment to 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 First Amendment to
Lease Agreement by such Authorized Officer.
SECTION 5. 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,
including quitclaim deeds, 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 6. All actions heretofore taken by the officers and employees of the
City with respect to the substitution of the Property for the Original Property and the
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release of the Original Property from the Ground Lease and the Lease Agreement, or in
connection with or related to any of the agreements or documents referred to herein,
are hereby approved, confirmed and ratified.
SECTION 7. The City Clerk shall certify to the adoption of this Resolution and
thenceforth and thereafter the same shall be in full force and effect.
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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. 10882 (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 Tern Vazquez
NOES: Councilmember: None
ABSENT: Councilmember: O'Connor, Winterer
ATTEST:
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Sara P. Gorman, City Clerk