R-9273
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RESOLUTION NO. 9273
(CCS)
(CITY COL'~CIL SERIES)
RESOLUTION OF THE CITY COU~CIL OF THE CITY OF
SANTA MONICA AUTHORIZING THE EXECUTION A:."JD
DELIVERY OF A PAYING AGENT AGREEMENT, AN
ESCROW AGREEMENT, A NOTICE OF SALE, A NOTICE
OF INTENTION TO SELL AND A CONTINUING
DISCLOSURE AGREEMENT WITH RESPECT TO THE
ISSUANCE OF GEl\'ERAL OBLIGATION REFUNDING
BONDS, SERIES 1998 (MAIN LIBRARY IMPROVEMENTS
PROJECT) IN A.1"l AGGREGATE PRINCIPAL AMOUNT
OF NOT TO EXCEED $3,500,000, AUTHORIZING THE
DISTRIBUTION OF AN OFFICIAL STATEMENT IN
CONNECTION THEREWITH A.l'iD AUTHORIZING THE
EXECUTION OF ~'ECESSARY DOCU1\'lENTS AND
CERTIFICATES AND RELATED ACTIONS
WHEREAS, the CIty CouncIl (the "City CounCIl") of the CIty of Santa MOlliCa, (the
"CIty"), has heretofore Issued Its CIty of Santa MOllIca General Obhgatlon Bonds, Senes 1990
(MaIn LIbrary Improvements ProJect) (the "Pnor Bonds") In the ongmal pnnclpal amount of
54,500.000 for purposes of certam hbrary Improvements for the Santa MOllIca PublIc LIbrary
Mam Branch~
WHEREAS, the CIty CounCIl has detenmned, and does hereby declare, that It IS
necessary and desuable and that the prudent management of the fiscal affaIrs of the CIty reqUlres
that a portIOn of the Pnor Bonds now be refunded,
WHEREAS, pursuant to ArtIcle 11 of Chapter 3 of Part 1 of DIVISIon 2 of TItle 5 of the
Cahforma Government Code, the CIty IS authonzed to Issue refundIng bonds (the "RefundIng
Bonds") to refund a portIOn of the Pnor Bonds and to sell Its Refundmg Bonds at publIc sale or
on a negotlated sale basIS,
WHEREAS, the CIty CouncIl has detemuned that the Issuance of the RefundIng Bonds
WIll not cause the total outstandIng bonded Indebtedness of the CIty to exceed the apphcabIe
statutory debt limitatIOn, and that the Issuance of the Refunding Bonds does not reqUITe approval
of the qualIfied electors of the CIty,
WHEREAS, the CIty deSIres to SOhClt from undernnters proposals to purchase the
RefundIng Bonds publicly pursuant to a NotIce of Sale (the "Notlce of Sale") and NotIce of
IntentIon to Sell (the "NotIce of IntentIOn to Sell"), each to be used In connectlon WIth the
sohcltatIOn of bIds for the RefundIng Bonds,
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WHEREAS, the CIty CounCIl proposes to enter mto a Paymg Agent Agreement wIth
US Bank Trust NatIOnal ASSOCIatIOn, as paymg agent (the "Paymg Agent") for the CIty wIth
respect to the Refundmg Bonds,
WHEREAS, the CIty proposes to enter mto an Escrow Agreement (the "Escrow
Agreement") WIth U S Bank Trust i\l"atlOnal ASSOCIatlon, as escrow agent, for the creatIOn of an
escrow fund for depOSIt of proceeds of sale of the Refundmg Bonds for the purpose of paymg
and redeemmg the Pnor Bonds,
\VHEREAS, Rule 15c2-12 promulgated under the Secunhes Exchange Act of 1934
("Rule 15c2-12") reqUlres that m order to be able to purchase or sell the Refundmg Bonds, the
underwnter thereof must have reasonably determmed that the CIty has undertaken m a wntten
agreement or contract for the benefit of the holders of the Refundmg Bonds to proVIde dIsclosure
of certam finanCial mformahon and certam matenal events on an ongomg baSIS;
WHEREAS, m order to cause such reqUlrement to be satIsfied, the CIty desues to
execute and delIver a Conhnumg DIsclosure Agreement (the "Contmumg DIsclosure
Agreement"),
WHEREAS, the forms of the NotIce of Sale, the NotIce of IntentIOn to Sell, the Paymg
Agent Agreement, the Escrow Agreement, the Contmumg DIsclosure Agreement and the
prelnnmary offiCial statement descnbmg the CIty of Santa MOllIca General OblIgatIon Refundmg
Bonds, Senes 1998 (Mam LIbrary Improvements ProJect) (the "PrelImmary OffiCIal Statement")
have been submItted to the CIty CouncIl and are on file WIth the CIty Clerk, and the CIty CouncIl
has exammed and approved each document and deSIres to authonze the completlon, where
appropnate, and the executIon of such documents and the consummatIon of such financmg,
WHEREAS, all acts, condItIons and thmgs reqUlred by the ConshtutlOn and laws of the
State of Cahfonua to eXIst, to have happened and to have been performed precedent to and m
connectIon WIth the consummatlon of such financmg authonzed hereby do eXIst, have happened
and have been performed m regular and due tlme, form and manner as reqUIred by law, and the
City IS now duly authonzed and empowered, pursuant to each and every reqUIrement oflaw, to
consummate such financmg for the purpose, m the manner and on the terms herem proVIded,
NOW, THEREFORE, BE IT RESOL YED BY THE CITY COUNCIL OF THE
CITY OF SANTA MONICA, as follows
Section 1. All of the above reCItals are true and correct and the CIty CounCIl so finds
Section 2. The CIty CounCIl hereby authonzes the sale of the General OblIgatIon
Refundmg Bonds of the CIty and the desIgnahon of SaId bonds as the "CIty of Santa MOllIca
General OblIgatIOn Refundmg Bonds, Senes 1998 (Mam LIbrary Improvements ProJect)" (the
"Refundmg Bonds''), prOVIded, that (1) the aggregate pnnclpal amount of the Bonds shall not
exceed $3,500,000, and (n) the true mterest cost of the Bonds shall not exceed 5%. Proceeds
from the sale of the Refundmg Bonds are hereby authonzed to be applIed to pay all costs of
refundmg a portIOn of the Pnor Bonds as speCIfied 10 the Escrow Agreement, mcludmg the
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amount of any premIUm requIred to be pmd to redeem any of the Pnor Bonds and such mterest
and pnncIpal as may be due upon such refundmg, and to pay authonzed costs of Issuance of the
Refundmg Bonds, mcludmg, wIthout lImItation, the costs of any msurance or other credIt
enhancement With respect to the Refundmg Bonds The CIty CouncIl hereby further detemunes
that all mterest or other gam denved from the mvestment of proceeds of the RefundIng Bonds
may be applIed to pay such costs of Issuance of the Refundmg Bonds
The Refundmg Bonds shall be dated as of June 1, 1998, or such other date as the DIrector
of Fmance of the CIty (the "DIrector of Fmance") shall deternllne, and as shall be provIded m the
PaYIng Agent Agreement The maxnnum acceptable mterest rate on the Refimdmg Bonds shall
be as penmtted by law, payable as descnbed III the Paymg Agent Agreement The Refundmg
Bonds shall mature on July 1 many of the years from and mc1udmg 1998 to and mcludmg 2010,
m pnnclpal amounts to be determmed by the DIrector of Fmance The Refundmg Bonds shall be
of the denommatIOn of 55,000 each or any mtegral multIple thereof (provIded that no Refundmg
Bonds shall have pnncIpal matunng on more than one pnnclpal matunty date)
Section 3. The PaYIng Agent Agreement, In substantIally the form on file WIth the CIty
Clerk, IS hereby approved and authonzed and the Mayor of the City, or such other member of the
City CouncIl as the Mayor may deSIgnate, the CIty Manager of the CIty and the DIrector of
FInance of the CIty, or such other officer of the CIty as the Mayor may deSIgnate (the
"Authonzed Officers") are each hereby authonzed and dIrected to execute and delIver the PaYIng
Agent Agreement III substantIally saId form, completed WIth such terms as shall be agreed to by,
and WIth such other changes therem as the Authonzed Officer executmg the same may reqUIre or
approve, such approval to be conclUSIvely eVIdenced by the executIOn and dehvery thereof
Section 4. The Escrow Agreement, m substantIally the form on file With the CIty Clerk,
IS hereby approved and authonzed and the Authonzed Officers are each hereby authonzed and
dIrected to execute and dehver the Escrow Agreement m substanllally saId form, completed WIth
such terp1S as shall be agreed to by, and WIth such other changes therem as the Authonzed
Officer executIng the same may reqUlre or approve, such approval to be conclUSIvely eVIdenced
by the executIon and delIvery thereof
Section 5. The NotIce of Sale, m substantIally the form on file WIth the CIty Clerk, IS
hereby approved and authonzed and the Authonzed Officers are each hereby authonzed and
dIrected, for and m the name of the CIty, to cause the NotIce of Sale, m substantIally the form
presented to tlns meetmg, to be pubhshed once m the Santa Momca Dally Breeze (or In such
other newspaper of general cIrCUlatIOn cIrculatmg wItlun the CIty as an Authonzed Officer shall
approve as bemg m the best mterests of the CIty), not less than 10 days pnor to the date set for
the opemng of bIds m the NotIce of Sale, WIth such changes, Insertlons and omISSIons as an
Authonzed Officer may reqUlre or approve, such reqUlrement or approval to be conclUSIVely
eVIdenced by such pubhshmg of the Notlce of Sale
Section 6. The terms and CondItIons of the offenng and sale of the RefundIng Bonds
shall be as specIfied In the NotIce of Sale Sealed bids for the purchase of the Refundmg Bonds
shall be receIved by the CIty at the tIme and place set forth m the NotIce of Sale. The Authonzed
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Officers are each hereby authonzed and dIrected, for and m the name of the CIty, to accept the
lowest bId for the Refundmg Bonds, or to reject all bIds therefor, m accordance WIth the Notice
of Sale
Section 7. The Notice ofIntentIOn to Sell, m substantIally the form on file WIth the CIty
Clerk, IS hereby approved and authonzed and the Authonzed Officers are each hereby authonzed
and drrected, for and m the name of the CIty, to cause the NotIce of intention to Sell, m
substannally the form presented to tlns meetmg, to be publIshed once m The Bond Buyer (or m
such other financIal publIcation generally cIrculated throughout the State of CalIfonna or
reasonably expected to be dIssemmated among prospective bidders for the Refundmg Bonds as
an Authonzed Officer shall approve as bemg m the best mterests of the CIty) at least 15 days
pnor to the date set for the openmg of bIds m the NotIce of Sale, WIth such changes, msertlOns
and ormSSIons as an Authonzed Officer may reqUIre or approve, such requrrement or approval to
be conclUSIvely eVIdenced by such publIshIng of the NotIce oflntentIon to Sell
Section 8. The Prehmmary OffiCIal Statement, m substantIally the form on file WIth the
CIty Clerk, IS hereby approved and the use of the Prehmmary OffiCial Statement m connectIOn
wah the offenng and sale of the Refundmg Bonds IS hereby authonzed and approved The
Authonzed Officers, are each hereby authonzed to CertIfy on behalf of the CIty that the
Prelllmnary OffiCIal Statement IS deemed final as of as date, wltlnn the meamng of Rule 15c2-12
promulgated under the SecuntIes Exchange Act of 1934 (except for the omISSion of certam
pncmg, ratmg and related mformatlOn as permItted by saId Rule)
The Authonzed Officers are each hereby authonzed and directed to furnIsh, or cause to
be funnshed, to prospectIve bIdders for the Refundmg Bonds, a reasonable number of copIes of
the NotIce of Sale and the PrelImmary OffiCial Statement
Section 9. The preparatIon and dehvery of a final OffiCial Statement (the "OffiCial
Statement"), and ItS use m connectIOn wnh the offenng and sale of the Refundmg Bonds IS
hereby authonzed and approved The OffiCIal Statement shall be m substantIally the fonn of the
Prehmmary OffiCial Statement WIth such changes, InSertIOns and omISSions as may be approved
by an Authonzed Officer, such approval to be conclUSIvely eVidenced by the executIOn and
dehvery thereof The Authonzed Officers are each hereby authonzed and duected to execute the
final OffiCIal Statement and any amendment or supplement thereto, for and In the name of the
CIty
The Authonzed Officers are each hereby authonzed and dIrected to furnIsh or cause to be
furmshed to the purchaser of the RefundIng Bonds, as many copies of the OffiCIal Statement as
SaId purchaser shall reqUIre, proVided that no charge shall be Imposed on the first 250 copIes of
the OffiCIal Statement.
Section 10. The Refundmg Bonds represent the general ohhgatlon of the CIty. The
money for the redemptlon of the Refundmg Bonds and payment of pnncIpal of and interest on
the Refundmg Bonds shall be raIsed by taxatIOn upon all taxable property ill the City and
proVISion shall be made for the levy and collectIon of such taxes m the manner proVided by law
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and for such redemptIOn and payment out of the fund created for that purpose under the Paymg
Agent Agreement.
The DIrector of Fmance IS hereby authonzed and dIrected to cause a tax to be levIed on
all taxable property of the CIty at a rate whIch shall be m each fiscal year suffiCIent to pay the
mterest on and pnncIpal of the Refundmg Bonds connng due m that fiscal year, and saId taxes
shall be transferred to the Paymg Agent for deposIt mto the fund created under the PaYIng Agent
Agreement at the tImes reqUlred thereby for payment of the Refundmg Bonds, provIded that at
no tIme m any smgle fiscal year shall a tax be leVIed to pay the pnncIpal of and mterest and
redemptIOn premIUm, If any, on the Refundmg Bonds and the Pnor Bonds, and the DIrector of
Fmance IS hereby authonzed and dIrected to cause the levy of the property tax for payment of the
Pnor Bonds to be dIscontmued
Section 11. The Contmumg DIsclosure Agreement m substantIally the form on file WIth
the Cny Clerk and contaImng such covenants of the CIty as shall be necessary to comply WIth the
reqwrements of SecuntIes and Exchange ComnnssIOn Rule 15c2-12, IS hereby approved and
authonzed and the Authonzed Officers are each hereby authonzed and dIrected to execute and
delIver an mstrument m substantIally saId form, completed WIth such terms as shall be agreed to
by, and WIth such other changes therem as the Authonzed Officer executmg the same may
reqwre or approve, such approval to be conclUSIvely eVIdenced by the executIOn and dehvery
thereof
Section 12. The Authonzed Officers and employees of the CIty are hereby authonzed
and dIrected, Jomtly and severally, to do any and all thmgs whIch they may deem necessary or
adVIsable m order to consummate the transactIOns herem authonzed, and otherwtse to carry out,
gIve effect to and comply WIth the terms and mtent of thIS ResolutIOn mcludmg, but not lmuted
to, executIng and dehvenng any and all certIficates and representatIOns, mcludmg SIgnature
certIficates, no-lItIgatIOn certIficates, tax certIficates, and certIficates concemmg the OffiCIal
Statement descnbmg the Refundmg Bonds, necessary and deSIrable to accomplIsh the
transactIOns set forth above.
Section 13. All actIons heretofore taken by the officers, employees and agents of the
CIty WIth respect to the transactlons set forth above 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
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MarSha Jone~outne, CIty Attorney
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Adopted and approved tins
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day of
1998
Mayor
I hereby certIfy that the foregomg ResolutIon _ (CCS) was duly adopted at a meetmg
of the CIty CouncIl held on the day of _ 1998 by the followmg vote
AYES.
NOES
ABSTAIN
ABSENT
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CouncIl Members
CouncIl Members.
CouncIl Members
CouncIl Members
ATTEST
CIty Clerk
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CLERK'S CERTIFICATE
State of Call forma )
County of Los Angeles ) S5
CIty of Santa MOnIca )
I, Mana Stewart, CIty Clerk of the Cay of Santa MOnIca, County of Los Angeles,
CahfornIa, hereby certIfy that to the best of my knowledge and behef, the foregomg IS a full, true
and correct copy of ResolutIOn (CCS), WhICh 15 on file m The CIty Clerk's Department, and
that I have carefully compared the same wIth the ongmals
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City
of Santa MOnIca, thIS day of _ 1998
[SEAL]
Mana Stewart, CIty Clerk
City of Santa Momca
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AFFIDAVIT OF POSTING OF AGE~A
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
hereby declares that _he IS a CItIzen of the Umted
States of Amenca, over the age of 18 years, that actmg for the CIty CounCIl of the CIty of Santa
MOllica _he posted on _, 1998 at , Santa MOnIca, CalIfOrnIa, a
locatIon freely accessIble to members of the pubhc, an agenda for the regular meetmg of the CIty
CounCIl of the CIty of Santa Moruca to be held on , 1998, a copy of whIch IS
attached hereto
Dated
, 1998
I declare under penalty of pefJury that the foregomg
IS true and correct.
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Adopted and approved this 26th of May, 1998
4/~
Robert Holbrook, Mayor
I. Marla M Stewart, City Clerk of the City of Santa MOnica, do hereby certify that
the foregoing Resolution 9273 (CCS) was duly adopted at a meeting of the Santa
MOnica CIty Council held on the 26th of May, 1998 by the following vote
Ayes Councllmembers
Ebner, Feinstein, Genser, Greenberg, Holbrook,
O'Connor, Rosenstein
Noes Councllmembers
None
Abstain Councllmembers
None
Absent Councllmembers
None
ATTEST
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Marla M Stewart, City Clerk