R11113City Council Meeting: May 8, 2018 Santa Monica, California
RESOLUTION NO. 011 `� (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,
A BOND PURCHASE AGREEMENT AND A CONTINUING
DISCLOSURE CERTIFICATE IN CONNECTION WITH THE ISSUANCE
OF SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE
REVENUE BONDS, SERIES 2018 (DOWNTOWN FIRE STATION
PROJECT), APPROVING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $38,000,000,
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, the City of Santa Monica (the "City') desires to finance a portion of the
costs of the construction, installation and acquisition of certain capital improvements
constituting a fire station, fire training facilities and related improvements (the `Project');
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WHEREAS, the Santa Monica Public Financing Authority (the "Authority') desires
to assist the City with such financing; and
WHEREAS, in order to finance 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,
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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 finance the Project, the City
and the Authority desire that the Authority issue its Santa Monica Public Financing
Authority Lease Revenue Bonds, Series 2018 (Downtown Fire Station Project) (the
"Bonds"), in an aggregate principal amount not to exceed $38,000,000, payable from the
base rental payments (the "Base Rental Payments") to be made by the City pursuant to
the Lease Agreement; and
WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond
Pooling Act of 1985, commencing with Section 6584 of the California Government Code
(the "Act'); 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 The Bank of New York Mellon Trust Company,
N.A., as Trustee (the "Trustee"), 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
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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, Stifel, Nicolaus & Company, Incorporated (the "Representative'), on
behalf of itself, Fidelity Capital Markets and UBS Financial Services Inc., has presented
a proposal, in the form of a Bond Purchase Agreement by and among the Representative,
the Authority and the City, to purchase the Bonds from the Authority (such Bond Purchase
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
"Purchase Agreement'); 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
underwriters thereof must have reasonably determined that the issuer thereof has, or one
or more appropriate obligated persons have, undertaken in a written agreement or
contractfor 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
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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, the City is a member of the Authority and the Project is to be located
within the boundaries of the City; and
WHEREAS, on this date, the City held a public hearing on the financing of the
Project in accordance with Section 6586.5 of the Act, which hearing was held at 1685
Main Street, Santa Monica, California; and
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing
was published once at least five days prior to the hearing in the Santa Monica Daily Press,
a newspaper of general circulation in the City; 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 Purchase Agreement;
(e) the Continuing Disclosure Certificate; and
(f) the Preliminary Official Statement; and
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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
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 City Council, on behalf of the City, hereby finds that the use of
the Act to assist the City in financing the Project will result in significant public benefits to
the citizens of the City because it is expected that such use will provide demonstrable
savings in effective interest rate costs.
SECTION 3. 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
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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
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 4. 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 such changes,
insertions and omissions shall not result in an aggregate principal amount of the Bonds
payable from the Base Rental Payments in excess of $38,000,000, shall not result in the
term of the Lease Agreement terminating later than July 1, 2048 (provided that such term
may be extended as provided therein) and shall not result in a true interest cost
attributable to the Base Rental Payments in excess of 5.00% per annum.
SECTION 5. Subject to the provisions of Section 6 hereof, the issuance of the
Bonds, in an aggregate principal amount of not to exceed $38,000,000, on the terms and
conditions set forth in, and subject to the limitations specified in, the Indenture, be and
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the same is hereby authorized and approved. The Bonds shall be dated, 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 6. 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 result in an aggregate principal amount of Bonds in excess of
$38,000,000, shall not result in a final maturity date of the Bonds later than July 1, 2048
and shall not result in a true interest cost for the Bonds in excess of 5.00%.
SECTION 7. The form of the Purchase 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 Purchase 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 Purchase Agreement by such Authorized Officer; provided, however, that such
changes, insertions and omissions shall not result in an aggregate underwriters' discount
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(not including any original issue discount) from the principal amount of the Bonds in
excess of 0.40% of the aggregate principal amount of the Bonds.
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
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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 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 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:
LANE DILG
City Attorney
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Adopted and approved this 8th day of May, 2018.
✓j , JAA
Ted Winterer, Mayor
I, Denise Anderson -Warren, City Clerk of the City of Santa Monica, do hereby
certify that Resolution No. 11113 (COS) was duly adopted at a meeting of the Santa
Monica City Council held on the 8t" dpy of May, 2018, by the following vote:
AYES: Councilmembers Himmelrich, McKeown, O'Connor, Vazquez
Mayor Pro Tem Davis, Mayor Winterer
NOES: None
ABSENT, Councilmember O'Day
ATTEST:
Denise Anderson -Warren, City Clerk