R11092City Council Meeting November 28, 2017 Santa Monica, California
RESOLUTION NO. 110 9 2 (CCS)
(CITY COUNCIL SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA
AUTHORIZING THE DEFEASANCE OF THE SANTA MONICA PUBLIC FINANCING
AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2009 (PUBLIC
SAFETY FACILITY PROJECT) AND AUTHORIZING THE EXECUTION OF
NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
WHEREAS, there are presently outstanding $3,535,000 aggregate principal
amount of Santa Monica Public Financing Authority Lease Revenue Refunding Bonds,
Series 2009 (Public Safety Facility Project) (the "Series 2009 Bonds"); and
WHEREAS, the Series 2009 Bonds were issued to refinance the Public Safety
Facility of the City of Santa Monica; and
WHEREAS, the Series 2009 Bonds were issued pursuant to the Indenture, dated
as of September 1, 1999, by and among the Santa Monica Public Financing Authority
(the "Authority'), the City of Santa Monica (the "City") and BNY Western Trust
Company, as trustee, as amended and supplemented by the First Supplemental
Indenture, dated as of January 1, 2002, by and among the Authority, the City and BNY
Western Trust Company, as trustee, and the Second Supplemental Indenture, dated as
of December 1, 2009, by and among the Authority, the City and The Bank of New York
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Mellon Trust Company, N.A., as successor trustee (the "Trustee") (as so amended and
supplemented, the "Indenture"); and
WHEREAS, the Series 2009 Bonds are payable from base rental payments (the
"Base Rental Payments") to be made by the City pursuant to the Lease Agreement,
dated as of September 1, 1999, by and between the City and the Authority, as amended
by the First Amendment to Lease Agreement, dated as of January 1, 2002, by and
between the City and the Authority, and the Second Amendment to Lease Agreement,
dated as of December 1, 2009, by and between the City and the Authority (as so
amended, the "Lease Agreement') (capitalized undefined terms used herein have the
meanings ascribed thereto in the Lease Agreement); and
WHEREAS, Section 7.02(b) of the Lease Agreement provides that the City may
prepay, from any source of available funds, all or any portion of the Base Rental
Payments by depositing with the Trustee moneys or securities as provided, and subject
to the terms and conditions set forth, in Article X of the Indenture sufficient to make such
Base Rental Payments when due; and
WHEREAS, the City has determined that it would be advantageous and in the
best interests of the City to prepay all of the Base Rental Payments and to defease the
outstanding Series 2009 Bonds to maturity pursuant to the terms of the Indenture; and
WHEREAS, the funds to defease the Series 2009 Bonds will be applied to such
purpose pursuant to an Escrow Agreement to be entered into by the Authority and the
Trustee (such Escrow Agreement, in the form presented to this meeting, with such
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changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the "Escrow Agreement"); and
WHEREAS, upon defeasance of the Series 2009 Bonds and the discharge of the
Indenture resulting therefrom, the term of the Ground Lease and the Lease Agreement
will, pursuant to the terms thereof, end simultaneously therewith; and
WHEREAS, in order to evidence the termination of the Ground Lease and the
Lease Agreement it is proposed that the City, the Authority and the Trustee enter into a
Termination Agreement (such Termination 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 "Termination Agreement"); and
WHEREAS, there have been prepared and submitted to this meeting forms of
the Escrow Agreement and the Termination 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
consummate such transactions for the purpose, in the manner and upon the terms
herein provided.
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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 prepayment by the City of all of the Base Rental Payments
pursuant to Section 7.02(b) of the Lease Agreement is hereby authorized and approved.
SECTION 3. The form of the Escrow Agreement, on file with the City Clerk of the
City (the "City Clerk"), with such changes, insertions and omissions therein as may be
approved by 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 or the Assistant City Treasurer of the City (each, an "Authorized Officer") is
hereby approved.
SECTION 4. The form of the Termination 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 Termination 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 Termination 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
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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 6. All actions heretofore taken by the officers and employees of the
City with respect to the prepayment of the Base Rental Payments, the defeasance of
the Series 2009 Bonds or the termination of related documents, 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.
APPROVED AS TO FORM:
LANE DILG
City Attorney
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Adopted and approved this 28th day of November, 2017.
Ted Winterer, Mayor
I, Maria Dacany, Acting Senior Administrative Analyst of the City of Santa
Monica, do hereby certify that Resolution No. 11092 (CCS) was duly adopted at a
meeting of the Santa Monica City Council held on the 28th day of November, 2017, by
the following vote:
AYES: Councilmembers Himmelrich, McKeown, O'Connor, O'Day, Vazquez
Mayor Pro Tem Davis, Mayor Winterer
NOES: None
ABSENT: None
ATTEST:
Mari6 Dacanay, Actinge for Administrative
Analyst