R113824822-1978-1362.1
City Council Meeting: October 26, 2021 Santa Monica, California
RESOLUTION NUMBER 11382 (CCS)
(City Council Series)
A RESOLUTION OF THE CITY OF SANTA MONICA CITY COUNCIL
APPROVING THE ISSUANCE BY THE CALIFORNIA ENTERPRISE DEVELOPMENT
AUTHORITY OF ITS REVENUE OBLIGATIONS FOR THE BENEFIT OF NEW ROADS
SCHOOL AND/OR A RELATED ENTITY IN AN AGGREGATE AMOUNT NOT TO
EXCEED $25,000,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE
COST OF ACQUISITION, DEVELOPMENT, CONSTRUCTION, INSTALLATION,
EQUIPPING AND FURNISHING OF CERTAIN FACILITIES, AND OTHER MATTERS
RELATING THERETO
WHEREAS, New Roads School, a nonprofit public benefit corporation (the
“Borrower”), duly organized and existing under the laws of the State of California (the
“State”), has requested that the California Enterprise Development Authority (the
“Authority”) issue, from time to time, pursuant to a plan of finance, its t ax-exempt and/or
taxable revenue obligations in an aggregate principal amount not to exceed $25,000,000
(the “Obligations”) for the benefit of the Borrower, pursuant to Chapter 5 of Division 7 of
Title 1 of the Government Code of the State (commencing with Section 6500) (the “Act”)
to (a) finance or refinance the cost of acquisition, construction, developme nt,
improvement, renovation, furnishing and equipping of the Borrower’s educational campus
consisting of (i) an approximately 2.6 acre campus located at 3131 Olympic Boulevard,
Santa Monica, California 90404 and bordered by Olympic Boulevard to the south,
Nebraska Avenue to the north, Franklin Street to the east and Berkeley Street to the west,
DocuSign Envelope ID: 3424CB97-700E-4209-8AC0-31BCEC594E0B
2
4822-1978-1362.1
including approximately 73,150 square feet of improvements including classrooms, a
theater, science labs, offices, outdoor play and sports areas, parking, and relate d and
ancillary facilities, and (ii) an approximately 9,700 square foot building located at 1836
Franklin Street, Santa Monica, California 90404 (collectively, the “Facilities”), and (b) pay
certain costs of issuance in connection with such financing or refinancing; and
WHEREAS, the Borrower is an organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the “Code”) and will own and operate
the Facilities in connection with its philosophy of providing an inspired college preparatory
program for students in grades K-12 where an authentically diverse student population
develops personal dedication to learning, a respect to independent thinking and an
expanding curiosity about the world and its people; and
WHEREAS, the issuance of the Obligations must be approved by the
governmental unit on behalf of which the Obligations are issued and a governmental unit
having jurisdiction over the territorial limits in which the Facilities are located pursuant to
the public approval requirement of Section 147(f) of the Code; and
WHEREAS, the Facilities are located within the territorial limits of the City of
Santa Monica (the “City”), and the City Council (the “City Council”) is the elected
legislative body of the City and is the “applicable elected representative” required to
approve the issuance of the Obligations under Section 147(f) of the Code; and
WHEREAS, the Authority and the Borrower have requested that the City Council
approve the issuance of the Obligations and the financing or refinancing of the Facilities
with the proceeds of the Obligations solely for purposes of complying with Section 147(f)
DocuSign Envelope ID: 3424CB97-700E-4209-8AC0-31BCEC594E0B
3
4822-1978-1362.1
of the Code; and
WHEREAS, a public hearing was held by the City Council on October 26, 2021,
at the meeting which commenced at the hour of 5:30 p.m., City Hall Council Chamber,
1685 Main Street, Santa Monica, California, following a duly published notice thereof in a
newspaper of general circulation in the City of Santa Monica, and all persons desiring to
be heard have been heard; and
WHEREAS, it is intended that this Resolution shall comply with the public
approval requirements of Section 147(f) of the Code; provided, however, that this
Resolution is neither intended to nor shall it constitute an approval by the City Council of
the Facilities for any other purpose, including, but not limited to, compliance with the
California Environmental Quality Act (California Public Resources Code, Section 21100,
et seq.) (“CEQA”);
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the
City Council of the City of Santa Monica, State of California as follows:
Section 1. The City Council hereby finds and determines that all of the recitals are
true and correct. The City Council, as the “applicable elected representative” of the
governmental unit on behalf of which the Obligations will be issued and having jurisdiction
over the area in which the Facilities are located, hereby approves the issuance, from time
to time, pursuant to a plan of finance, of the Obligations by the Authority, which
Obligations may be tax-exempt and/or taxable as approved by the Authority in its
resolution, in an amount not to exceed $25,000,000 to finance or refinance the costs of
the Facilities. This resolution shall constitute approval of the issuance of the Obligations
DocuSign Envelope ID: 3424CB97-700E-4209-8AC0-31BCEC594E0B
4
4822-1978-1362.1
within the meaning of Section 147(f) of the Code and shall constitute the approval of the
issuance of the Obligations within the meaning of the Act; provided, however, that this
Resolution shall not constitute an approval by the City Council of the Facilities for any
other purposes, including compliance thereof with CEQA, nor does it constitute an
approval of the underlying credit or financial structure of the Obligations. The City Council
shall not bear any responsibility for the issuance of the Obligations, the tax-exempt status
of the Obligations, the repayment of the Obligations or any other matter related to the
Obligations.
Section 2. All actions heretofore taken by the officers, employees and agents of
the City with respect to the approval of the issuance of the Obligations are hereby
approved, confirmed and ratified, and the officers and employees of the C ity and their
authorized deputies and agents are hereby authorized and directed, jointly and severally,
to do any and all things and to execute and deliver any and all certificates and documents
which they or bond counsel may deem necessary or advisable in order to consummate
the issuance of the Obligations and otherwise to effectuate the purposes of this
Resolution.
Section 3. The adoption of this Resolution shall not obligate the City or any
department thereof to (i) provide any financing for the Facilities; (ii) approve any
application or request for or take any other action in connection with any planning
approval, permit or other action necessary for the acquisition, rehabilitation or operation
of the Facilities; or (iii) make any contribution or advance any funds whatsoever to the
Authority.
DocuSign Envelope ID: 3424CB97-700E-4209-8AC0-31BCEC594E0B
5
4822-1978-1362.1
Section 4. This Resolution shall take effect from and after its adoption.
APPROVED AS TO FORM:
Joseph Lawrence
INTERIM CITY ATTORNEY
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Santa Monica held on this October 26, 2021, by the following vote:
Sue Himmelrich, Mayor
of the City of Santa Monica
I, Denise Anderson-Warren, City Clerk of the City of Santa Monica, do hereby
certify that Resolution No. _____ (CCS) was duly adopted at a meeting of the Santa
Monica City Council held on the 26th day of October, 2021, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Attest:
Denise Anderson-Warren
City Clerk
DocuSign Envelope ID: 3424CB97-700E-4209-8AC0-31BCEC594E0B
Adopted and approved this 26th day of October 2021.
__________________________
Sue Himmelrich, Mayor
I, Denise Anderson-Warren, City Clerk of the City of Santa Monica, do hereby
certify that Resolution No. 11382 (CCS) was duly adopted at a meeting of the Santa
Monica City Council held on the 26th day of October 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: 3424CB97-700E-4209-8AC0-31BCEC594E0B