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R-9435 (2) . . 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, DOCSLA 1 316577 2 40233-5 GHI . . \"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 OOCSLA1 3165772 40233-5 CHI -2- . . 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 DOCSLAI 3165772 40233.5 GHI -3- . l. . 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 DOCSLAI 316577 2 40233-5 GH] -4- . . 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 .-'} DOCSLA 1 316577 2 40233-5 GHI -5- . . Adopted and approved this 14th of September, 1999 t ~U1t11 {t:i!11- l~am O'Connor, Mayor I ---- 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 __u. ~ ~ \..u ~ ......r "- Mana M Stewart, City Clerk