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R-8931 . . RESOLUTION NO. 8931(CCS) (CITY COUNCIL SERIES) RESOLL'TIO:\" OF THE CITY COUNCIL OF THE CITY OF SA~TA MONICA AlJTHORIZI~G THE EXECUTION AND DELIVERY BY THE CITY OF A FACILITIES LEASE, A LEASE AGREEMENT, A TRL'ST AGREEYIENT A:\"D A PURCHASE COI\"TRACT \VITH RESPECT TO THE EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATIO~ 0995 AIRPORT FACILITIES REFU!\iDING), AUTHORIZING THE EXECUTION A~D DELIVERY OF SUCH CERTIFICATES 1:\ AN AGGREGATE PRr\CIPAL AMOU:\T OF NOT TO EXCEED $5,000,000, AUTHORIZING THE DISTRIBL"TIO:\ OF A1\ OFFICIAL STATEMENT IN COl'\NECTION THERE\VITH AND AUTHORIZING THE EXECt:TIO:\' OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, m order to fmance ceTtam aupart faCIlItIes (the "FacIlItIes"), the CIty of Santa ~10mca (the "Cny") caused to be executed and delIvered S4,625,OOO aggregate pnnClpal amount of CertIficates of PartIcIpatIon (Auport FacIlItIes) (the "Pnor CernfIcates"). \VHEREAS, the Cny currently subleases the FaCIlItIes and the real property on \vhlch they are located (wllecnvely. the "Property") pursuant to a Lease Agreement Relatmg to AIrport Fal.llItIes, dated a~ of October 1. 1985 (the "Pnor Lease"), \VHEREAS, the Pnor CertIfIcates were executed and delIvered pursuant to a Trust Agreement Relatmg to AIrport FaCIlItIes, dated as of October L 1985, among Bank of Amenca NatIonal Trust and Savmgs ASSOCIatIon, as tru~tee. the CIty and Secunty PacIfic ~atIonal Bank, as lessor. \VHEREAS, the Pnor Certificates represent proportIonate mterests III the lease payments to be made by the CIty under the Pnor Lease, \VHEREAS, the CIty CounCIl of the CIty (the ''CIty CounCll") has, pursuant to ResolutIon ~o 8922, adapted July 25, 1995. approved the refundmg of the Pnor CertifIcate,; and the Cny has exerCl$ed Its optIOn to prepay lease payments payable under the Pnor Lease. whIch prepayment WIll release the Property from the Pnor Lease: WHEREAS, upon such release. the CIty deSIres to lease the Property to the Santa MOl1lca PublIc. Frnancmg Authonty (the "Authonty"') pursuant to a Facllmes Lease (the "FaCllItIes Lease"). and sublease the Property back from the Authonty pursuant to a Lease Agreement (the "Lease AgreemenC); WHEREAS, the CItv has determmed that 11 would be m the best mterests of the Cltv to proVIde the funds necessary for the CIty to exerCIse Its optIon to prepay lease payments payable under the Pnar Lease through the executIon and delIvery. pursuant to a Trust Agreement (the "Trust Agreement") by and among U S Trust Company of CalIforma, ~ A . as trustee (the "TrusteeH), the Authonty and the CIty. of certIfIcates of partlllpatlOn (the "CertlflCate\") eVldencmg proportlonate mterests In the bas.e rental payments to be made by the Cny under the Lease Agreement: \VHEREAS. all nghts to receIve such base rental payments WIll be as';lgned WIthout recourse by the Amhont)' to the Trustee pursuant to an ASSIgnment Agreement. e e lVHEREAS. m consIderatIOn of such assIgnment and the executIOn of the Trmt Agreement. the Trustee wIll execute and dehver the CertIfIcates, each eVIdencmg and representIng a proportIOnate mterest In the base rental payments: \VHEREAS, the CIty CounCIl has determmed that mterest savmgs nught be achIeved by obtammg an Insurance pohey to secure the tImely payment of the pnnClpal and mterest represented by the Cenlllcates, WHEREAS. the CIty desrres to sohcIt proposals from the underwnters lIsted on Attachment A hereto (the uUndenvnters") to purchase the CertIfIcates pursuant to a Purchase Contract (the "Purchase ContracCt "VHEREAS. Rule 15c2-12 promulgated under the SecuntIes Exchange Act of 1934 CRule 15c2-12") requrres that In order to be able to purchase or sell the CertlfIcates. the "Cndenvnters must have reasonably determmed that the CIty has undertaken In a \VTltten agreement or contract for the benefll of the holders of the CertlfICates to proVIde dIsclosure of certam fmancmlmformatlon and certam matenal events on an ongomg baSIS, "VHEREAS, In order to cause such requuement to be satIsfled. the CIty deslfes to e-xecute and dehver a Conunumg DIsclosure CertIfIcate (the "ContInmng DI~dosure Certlflcate") : \VHEREAS, a form of the prelImmary offICIal statement (the "PrelImmary OffICIal Statement'") to be dl~tnbuted m connectlon WIth the pubhc offenng of the CertifICates has been prepared. \VHEREAS. the CIty CounCIl has been presented WIth the form of each document referred to herem relatlng to the fInanCIng contemplated hereby. and the CIty CouncIl ha~ exammed and approved each document and desrres to authonze and dIrect the executIOn of such doc uments and the consummatlon of such financmg, and WHEREAS, all acts. condloons and thmgs requrred by the ConstItutIon and law,> of the State of Cal1forma to eXIst. to have happened and to have been performed precedent to and m connectlon WIth the consummanon of such fmancmg authonzed hereby do eXIst. have happened and have been performed III regular and due tlme. form and manner as reqUIred by law. and the CIty IS now dilly authonzed and empowered. pursuant to each and every requrrement of law. to cOl15ummate such fmancmg for the purpose, In the manner and upon the terms herem proVIded. ~O\v. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SA:\'T A MO~ICA, as follows SectIOn 1. All of the reCItals herem contamed are true and correct and the CIty Counlll so fmds Section 2. The form of the FaolItIes Lease, on fIle wllh the Clt\' Clerk, IS helebv approved. and the ~1ayor of the CIty. or such other member of the CIty Co~nul a~ the ~vlayo~ may deSIgnate, the Cay Manager of the Cny and the DlreLtor of Fmance of the Clly (the "Authonzed OffIcers"). are each hereby authonzed and drrected. for and m the name and on behalf of the CIty to execute and delIver the FaCIhnes Lease 111 substanoally Said form, WIth such changes therem as the Authonzed OffIcer execU1mg the same may requue or approve. such approval to be conclUSIvely eVIdenced by the exeCUTIon and delIvery thereof 2 . . Section 3. The form of the Lease Agreement, on fIle wIth the CIty Clerk. IS hereby approved, and the Authonzed OffIcers are each hereby authorIzed and dIrected. for and In the name and on behalf of the CIty, to execute and deliver the Lease Agreement In substantially saId form, WIth such c.hanges therem as the Authonzed OffIcer executmg the same may requITe or approve, such approval to be conclUSIVely eVIdenced by the executlon and delIvery thereof. prOVIded. however, that the aggregate amount of pnnClpal component of base rental payable under the Lease Agreement shall not exceed 55,000.000. the term of the Lease Agreement shall not exceed 12 years and the rate applicable to the mterest components of base rental payable under the Lease Agreement shall not exceed 7 OO/C per annum Section 4 The form of Trust Agreement, on fIle WIth the CIty Clerk, IS hereby approved, and the Authonzed OffIcers are each hereby authonzed and drrected, for and In the name and on behalf of the CIty, to execute and dehver the TIllst Agreement In substantIally SaId form. WIth such changes therem as the Authonzed OffIcer executmg the same may reqUIre or approve. such approval to be conclusIvely eVIdenced by the executIon and delivery thereof or approval and consent thereto. Section 5. The executIon and delivery of not to exceed $5.000,000 aggregate pnnClpal amount of the CertIfIcates, payable m the years and m the amounts, WIth pnnClpal component~ and mterest components WIth respect thereto as speCIfIed m the Trust Agreement as fmally executed. are hereby authOrIzed and approved. Section 6 The form of Purchase Contract, on file WIth the City Clerk, l' hereby approved. and the Authonzed OffIcers are each hereby authOrIzed and dIrected, for and In the name and on behalf of the CIty, (1) to select an Underwnter for the CertIfIcates, based on proposals subrmtted by the UnderwTIters. and (n) to execute and deliver the Purchase Contract In substantlally Said form, WIth such changes therem as the Authonzed OffIcer executlng the ,>ame may reqUIre or approve, such approval to be conclmIVely eVIdenced by the executIon and delIvery thereof. prOVIded. however, that the undeI\'\.TIter's dIscount (not mcludIng any angInal Issue dIscount) for the sale of such CertIficates shall not exceed 1 5% of the aggregate pnnClpal amount of such CertIfKates Section 7 The form of PrelIrmnarv OffICIal Statement. on file WIth the Cnv Clerk. WIth such changes therem as may be approved by an Authonzed OffIcer, IS hereby approved. and the use of the Prelmunary OffICIal Statement III connectIOn \-"l/Ith the offenng and sale of the CertIfICates IS hereby authonzed and approved The Authonzed OfflC.ers are each hereby authonzed to certIfy on behalf of the CIty that the Prelnnmary OffICIal Statement IS deemed fmal as of Its date, wIthrn the meamng of Rule 15c2-12 (except for the omlr.,SlOn of certam fmal pnong, ratmg and related mformanon as permitted by Rule 15c2-12) Section 8. The form of ContInumg DIsclosure CertIfICate, on fIle wIth the CIty Clerk. IS hereby approved, and the AuthOrIzed OffIcers are each hereby authonzed and duected. for and In the name and on behalf of the Clty, to execute and delIver the Contlnumg DIsclosure Ceruficate m substantIally saId form. WIth ~uch changes therem as the Authonzed OffIcer executlng the same may requITe or approve. such approval to be concluslVely eVIdenced to the executIOn and delIvelY thereof or approval and consent thereto Section 9 The preparatIon and delivery of an OffIcial Statement, and Its use by the Underwnter In connectIOn WIth the offenng and sale of the CertIficates. IS hereby authonzed and approved. The OffICIal Statement shall be In substantIally the form of the PrelImrnary OffICIal Statement WIth such changes. msertlons and omISSIOns as may be approved by an Authonzed OffIcer. such approval to be conclUSIVely eVIdenced by the executlon and delIvery thereof The AuthOrIzed Officers are each hereby authonzed and duected, for and In the name of and on behalf of the CIty. to execute the final OfflcIal Statement and any amendment or supplement 3 e e thereto and thereupon to cause the fmal OffICIal Statement and any such amendment or supplement to be delIvered to the L nderwnter Section 10 The Authonzed Officers are hereby authonzed and drrected. Jomtly and severally. to do any and all thmgs whIch they may deem necessary or adVIsable 10 order to \.onsummate the transactlOm herem authonzed and otherWIse to carry out. 2:Ive effect to and comply \vtth the terms and mtent of this ResolutIon, mcludmg. \VImOm lllTIltauon, negotIaUng the terms of the msurance pohcy referred to herem Section 11. All aCUons heretofore taken by the offIcers. employees and agents of the City \\'Ith respect to the transactIOns set forth above are hereby approved. confIrmed and raufied Section 12 The CIty Clerk shall certlfy to the adoptlon of thI,) ResolutlOn and thenceforth and thereafter the same shall be In full force and effect APPROVED AS TO FOR.:\1 Adopted dnd approved thIS 8th day of August 1995 4 e ATTACHMENT A Lnderwriters Goldman, Sachs & Co Merrill Lynch & Co Smith Barney Inc A G Edwards & Sons, Inc. PameWebber Incorporated Prudentlal Secuntles Incorporated BA Secunhes Amchment A-I e e e Adopted and approved thIS 8th of August, 1995 k/~ Mayor Pro Tempore I hereby certIfy that the foregomg ResolutIOn 8931 (CCS) was duly adopted at a meetmg of the CIty CouncIl held on the 8th of August, 1995 by the follOWIng vote Ayes CounCIl members Abdo, Ebner, Genser, Greenberg, Holbrook, O'Connor Noes CouncIl members None Abstam CouncIl members None Absent CouncIl members Rosenstem ATTEST kd~ / {/ CIty Clerk