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R11352 4139-1074-5647.2 City Council Meeting July 13, 2021 Santa Monica, California RESOLUTION NO. 11352 (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 (CITY YARDS PROJECT), SERIES 2021, APPROVING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $70,000,000, 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 and installation of certain capital improvements to the City’s maintenance operations and storage facilities known as the “City Yards” (the “Project”); WHEREAS, the Santa Monica Public Financing Authority (the “Authority”) desires to assist the City with such financing; 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, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Ground Lease”); 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”); 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 (City Yards Project), Series 2021 (the “Bonds”), in an aggregate principal amount of not to exceed $70,000,000, payable from the base rental payments (the “Base Rental Payments”) to be made by the City pursuant to the Lease Agreement; 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”); DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95 2 4139-1074-5647.2 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”); WHEREAS, all rights to receive the Base Rental Payments will be assigned without recourse by the Authority to the Trustee pursuant to the Indenture; WHEREAS, Jefferies LLC (the “Representative”), on behalf of itself and UBS Financial Services Inc. and Samuel A. Ramirez & Co., 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”); 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 contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; 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”); 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”); WHEREAS, the City is a member of the Authority and the Project is to be located within the boundaries of the City; 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; 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; WHEREAS, there have been prepared and submitted to this meeting forms of: DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95 3 4139-1074-5647.2 (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; 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 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 DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95 4 4139-1074-5647.2 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 $70,000,000, shall not result in the term of the Lease Agreement terminating later than July 1, 2051 (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 3.50% 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 $70,000,000, 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. 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 $70,000,000, shall not result in a final maturity date of the Bonds later than July 1, 2051 and shall not result in a true interest cost for the Bonds in excess of 3.50%. 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 (not including any original issue discount) from the principal amount of the Bonds in excess of 0.50% 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 DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95 5 4139-1074-5647.2 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 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 City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign. Section 12. 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 13. 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 14. 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: Adopted and approved this 13th day of July, 2021. Sue Himmelrich, Mayor George S. Cardona, Interim City Attorney DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95 4139-1074-5647.2 I hereby certify that the foregoing Resolution No. __________ (CCS) was duly adopted by the City Council of the City of Santa Monica at a meeting thereof held on July 13, 2021 by the following Council vote: Ayes: Councilmembers: Noes: Councilmembers: Abstain: Councilmembers: Absent: Councilmembers: ATTEST: Denise Anderson-Warren, City Clerk DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95 Adopted and approved this 13th day of July 2021. __________________________ Sue Himmelrich, Mayor I, Denise Anderson-Warren, City Clerk of the City of Santa Monica, do hereby certify that Resolution No. 11352 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 13th day of July 2021, by the following vote: AYES: Councilmembers Brock, Davis, De la Torre, Parra, Mayor Pro Tem McCowan, Mayor Himmelrich NOES: None ABSENT: Councilmember Negrete ATTEST: _____________________________________ Denise Anderson-Warren, City Clerk DocuSign Envelope ID: E0E08A3D-86BF-498A-AACE-2DFAEDFDDA95