R-9435 (2)
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RESOLUTION NO. 9435
(CCS)
(CITY COUNCIL SERIES)
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
INDEl\T'fURE AND A CONTIl\:mNG DISCLOSURE CERTIFICATE IN
CONNECTION \VITH THE ISSUANCE OF SANTA .MONICA PUBLIC
FlNANCING AUTHORITY LEASE REVENUE BONDS, SERIES 1999
(PUBLIC SAFETY FACILITY PROJECT), APPROVING THE ISSUANCE
OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT
TO EXCEED $15,000,000, APPROVING A NOTICE OF INTEl\~ION TO
SELL AND AN OFFICIAL NOTICE INVITING BIDS FOR SUCH BONDS,
AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMEl'\T
IN CONNECTION WITH THE OFFERING Al\'D SALE OF SUCH BONDS
AND AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS Al\1) CERTIFICATES AND RELATED ACTIONS
\VHEREAS, the CIty of Santa MOnIca (the "CIty") desires to finance a portIon of the
costs of the acqulSltlOn, constructIOn and InstallatIOn of certam capIta1Improvements constltutmg
a pubhc safety facIlity and related Improvements, facIlitIes and eqUIpment (the "ProJect"),
\VHEREAS, m order to finance the Project, the CIty desIres to lease certam real property
on which the Project IS to be constructed (the "SIte") to the Santa MOnIca PublIc FInancmg
Authonty (the "Authonty") pursuant to a Ground Lease (the "Ground Lease") and to sublease
the Site and the Project back from the Authonty pursuant to a Lease Agreement (the "Lease
Agreement") ,
\VHEREAS, the CIty and the Authonty have determIned that It would be In the best
mterests of the City and the Authonty to proVIde the funds necessary to finance the Project
through the Issuance by the Authonty of Its Santa MOnIca PublIc FmancIng Authonty Lease
Revenue Bonds, Senes 1999 (publIc FacIlIty BUIldmg ProJect) (the "Bonds"),
\VHEREAS, the Bonds Will be issued pursuant to the Marks-RoDs Local 'Bond Poohng
Act of 1985, commenCIng WIth SectIOn 6584 of the CalIfornia Government Code (the "Act");
\VlIEREAS, the CIty and the Authonty have deterrmned that It would be in the best
Interests of the CIty and the Authonty to prOVIde for the Issuance of the Bonds pursuant to an
Indenture (the "Indenture"), by and among the Authonty, the CIty and BNY Western Trust
Company, as trustee (the "Trustee"),
\VHEREAS, the Bonds WIll be payable from the base rental payments (the "Base Rental
Payments") to be made by the CIty under the Lease Agreement, and all nghts to receIve the Base
Rental Payments WIll be assigned wIthout recourse by the Authonty to the Trustee pursuant to an
Assignment Agreement,
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\"HEREAS, the CIty and the Authonty deSIre to provIde for the publIc sale of the
Bonds,
\VHEREAS, a form of the NotIce of IntentIOn to Sell (the "NotIce of IntentIOn to Sell")
to be publIshed In COlll1ectIOn wIth the publIc offenng of the Bonds has been prepared,
\VIIEREAS, a fonn of the Prehmmary Official Statement (the "Prelrmmary OffiCIal
Statement") and a form of the Official NotIce Invltmg BIds (the "Notice Invltmg BIds") to be
dlstnbuted m connectIOn WIth the publIc offenng of the Bonds have been prepared,
'VHEREAS, Rule 15c2-12 promulgated under the SecuritIes Exchange Act of 1934
("Rule l5c2-12") reqUIres that, m order to be able to purchase or sell the Bonds, the underwnter
thereof must have reasonably determmed that the City has undertaken m a \\'Tltten agreement or
contract for the benefit of the holders of the Bonds to provIde chsclosure of certain financIal
mformatIOn and certam matenal events on an ongomg baSIS,
WHEREAS, m order to cause such reqUIrement to be satIsfied, the CIty deSIres to
execute and delIver a Contmumg DIsclosure CertIficate (the "Continumg DIsclosure
CertIficate");
WHEREAS, the CIty IS a member of the Authonty and the Project IS to be located withm
the boundaries of the CIty;
\"HEREAS, on thIS date, the CIty held a publIc heanng on the financmg of the Project m
accordance WIth SectIOn 65865 of the Act, wluch heanng was held at 1685 Mam Street, Santa
MOllICa, Califomra;
\"HEREAS, m accordance WIth SectIon 6586 5 of the Act, notIce of such heanng was
publtshed once at least five days pnor to the heanng m the Argonaut, a newspaper of general
CIrculatIon m the City,
\"HEREAS, the CIty Council of the CIty (the "CIty Counctl") has been presented WIth
the form of each document referred to herem relatmg to the fmancmg contemplated hereby, and
the CIty CounCIl has exammed and approved each document and deSIres to authonze and dIrect
the execution of such documents and the consummatlOn of such financmg, and
\VHEREAS, all acts, condltlOns and thmgs reqUIred by the laws of the State of
Cahfomla and the CIty Charter of the City 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 tIme, form and
manner as reqUlred by law, and the CIty is now duly authonzed and empowered, pursuant to
each and every reqUlrement of law, to consummate such financmg for the purpose, ill the manner
and upon the terms herem provided,
NO''', THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SANTA MONICA, as follows
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Section 1. All of the recItals herem contamed are true and correct and the CIty CouncIl
so fmds
Section 2. The CIty CouncIl, on behalf ofthe CIty. hereby finds that the use of the Act to
asSISt the CIty m financmg the PrOject wIll result In sIgmficant pubhc benefits to the CItizens of
the CIty because It IS expected that such use \\-'111 proVIde demonstrable saVIngs III effectIve
mterest rate costs.
Section 3. The form of the Ground Lease. on file wIth the CIty Clerk, IS hereby
approved, 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 Drrector of Fmance of the CIty (the
"Authonzed Officers"), are each hereby authonzed and dIrected, for and III the name and on
behalf of the CIty. to execute and delIver the Ground Lease III substantially SaId form, WIth such
changes, msertIons and omISSIons therem as the Authonzed Officer executmg the same may
requrre or approve, such approval to be conclusively eVidenced by the executIOn and delIvery
thereof.
Section 4. The form of the Lease Agreement, on file With the CIty Clerk. IS hereby
approved, and the Authonzed Officers are each hereby authonzed and dIrected, for and III the
name and on behalf of the CIty, to execute and dehver the Lease Agreement ill substantially SaId
form, wIth such changes, IllsertIOns and omISSIOns therem as the Authonzed Officer executmg
the same may reqUIre or approve, such approval to be conclUSIvely eVIdenced by the execution
and dehvery thereof, prOVIded, however, that the aggregate amount of the princIpal components
of the Base Rental Payments shall not exceed $15,000,000, the term of the Lease Agreement
shall terminate no later than July 1, 2021 (proVIded that such tenn may be extended as proVIded
therem) and the true mterest cost applIcable to the mterest components of the Base Rental
Payments shall not exceed 6.0% per annum
Section 5. The form of Indenture, on file WIth the CIty Clerk, IS hereby approved, and
the Authonzed Officers are each hereby authonzed and dIrected, for and III the name and on
behalf of the City, to execute and delIver the Indenture III substantially said form, WIth such
changes, InsertIons and ormSSIons therem as the Authorized Officer executlllg the same may
requrre or approve, such approval to be conclUSIvely eVIdenced by the executIon and delIvery
thereof; prOVIded, however, that the aggregate amount of the Bonds shall not exceed
$15,000,000, the final matunty date of the Bonds shall be no later than July 1, 2021 and the true
mterest cost applIcable to the Bonds shall not exceed 6 0% per annum and, prOVIded, further, that
such changes. InsertIons and omISSIons shall be consistent WIth the terms of the Bonds
establIshed by offenng the Bonds at publIc sale pursuant to the Notice InVIting BIds.
Section 6. The issuance of not to exceed $15,000,000 aggregate pnncIpal amount of the
Bonds, in the pnncIpal amounts, beanng mterest at the rates and matunng on the dates as
specIfied m the Indenture as finally executed, IS hereby approved.
Section 7. The form of NotIce of IntentIOn to Sell, on file WIth the CIty Clerk, With such
changes, IllsertiOns and omISSlOns therem as may be approved by an Authonzed Officer, IS
hereby approved. and the use of the NotIce of IntentiOn to Sell111 connectIOn WIth the offenng
and sale of the Bonds IS hereby authonzed and approved
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Section 8. The form of NotIce Invltmg BIds, on file WIth the CIty Clerk, with such
changes, insertions and onussIons therem as may be approved by an Authonzed Officer, IS
hereby approved, and the use of the NotIce Invltmg BIds m connectlOn with the offenng and sale
of the Bonds IS hereby authonzed and approved
Section 9. The form of Prehmmary Official Statement, on file WIth the CIty Clerk, WIth
such changes, msertlons and omISSlOns therem as may be approved by an Authonzed Officer. is
hereby approved, and the use of the Prehmlllary OffiCIal Statement In connection with the
offenng and sale of the Bonds IS hereby authonzed and approved. The Authonzed Officers are
each hereby authonzed to certIfy on behalf of the City that the PrelImmary Official Statement is
deemed fmal as of Its date. WIthm the meanmg of Rule 15c2-12 (except for the omISSIon of
certam final pricmg, ratmg and related mformatlon as permItted by Rule 15c2-12).
The Authonzed Officers are each hereby authonzed and drrected to furnIsh, or cause to
be fum..1shed. to prospectIve bIdders for the Bonds a reasonable number of copies of the
Prehmmary Official Statement
Section 10. The preparation and delIvery of an OffiCIal Statement, and its use m
connectIOn With the offenng and sale of the Bonds, IS hereby authorized and approved The
OffiCIal Statement shall be m substantially the form of the Prehmmary OffiCIal Statement WIth
such changes, InSertIOns and ormSSIons 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 directed, for and m the name of and on behalf of the
City, to execute the final OffiCIal Statement and any amendment or supplement thereto for and m
the name and on behalf of the City
Section 11. The form ofContmumg DIsclosure CertIficate, on file WIth the CIty Clerk, IS
hereby approved, and the Authonzed Officers are each hereby authonzed and dIrected, for And in
the name and on behalf of the CIty, to execute and delIver the Contmwng Disclosure Certificate
III substantIally said form, With such changes, InsertIOns and omiSSIOns therem as the Authorized
Officer executmg the same may require or approve, such approval to be conclusively evidenced
to the executIon and delIvery thereof
Section 12. The officers, employees and agents of the CIty are hereby authorized and
dIrected, jointly and severally, to do any and all thmgs wluch they may deem necessary or
adVisable m order to consummate the transactIons herem authonzed and otherwIse to carry out,
gIve effect to and comply with the terms and mtent of thIS Resolution.
Section 13. All actIOns heretofore taken by the officers, employees and agents of the
City WIth respect to the transactIOns set forth above are hereby approved, confirmed and ratified
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Section 14. The Crty Clerk shall certify to the adoptIOn of thIS ResolutIOn and
thenceforth and thereafter the same shall be ill full force and effect.
APPROVED AS TO FOR1vl
r1r~~~~iL
Marsha Jones MOUt&;JClty Attorney .-'}
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Adopted and approved this 14th of September, 1999
t
~U1t11 {t:i!11-
l~am O'Connor, Mayor
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I, Mana M Stewart, City Clerk of the City of Santa MOnica, do hereby certify that
the foregoing Resolution 9435 (CCS) was duly adopted at a meeting of the Santa
Monica City Council held on the 14th of September, 1999, by the following vote
Ayes Council members
Rosenstein, McKeown, Feinstein, Bloom,
Holbrook, Mayor Pro Tem Genser, Mayor
O'Connor
Noes Counalmembe~
None
Abstain Council members
None
Absent Council membe~
None
ATTEST
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Mana M Stewart, City Clerk