R-7122
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CA:RMM:gp:lpalft
City Councll Meeting of 11/26/85 Santa Monica, CallfornJa
RESOLUTION NUMBER 7122(CCS)
(City Councll Serles)
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MONICA APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE AGREEMENT,
APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING
AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
WHEREAS, the Clty of Santa Monica (the "City") , workJng
together wlth the Cltles of Carpinterla, Delano, Fontana, Kerman,
and Thousand Oaks and the Town of Mammoth Lakes, California
(collectively referred to herein as the "Lessees"), and the
Cali fornia Cities Fi nanci ng corporation (the "Corporat1on") , 1S
proposing to proceed w1th a JOJ nt lease financing; and
WHEREAS, in connectJon therewith, the City proposes to
finance certain property descrlbed In Exhibit C to the Lease
Agreement (as hereinbelow referred to) (the "ProJect" ) and it is
in the publIC interest and for the public benefit that the City
authorlze and direct execution of the Lease Agreement and certain
other financing documents in connection therewlth; and
WHEREAS, pursuant to the City's authorlzation, Mern 11 Lynch
Capital Markets and Stone & Youngberg (the "Underwriters")
propose to underwrite the flnanclng and have prepared and
presented to the City a form of preliminary offi ci al statement
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cantain:Lng information material to the offed ng and sale of the
CertJf:Lcates of PartlC:Lpatlon described below (the "Preliminary
OffJcial Statement"); and
WHEREAS, the documents below specif:Led have been filed with
the City, and the members of the City Counc],l, wlth the aid of
its staff, have rev:Lewed said documents,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA
RESOLVES AS FOLLOWS;
SECTION 1. The below-enumerated documents be and are hereby
approved, and the C:Lty Manager is hereby author:Lzed and directed
to execute sa:Ld documents, with such changes, insert:Lons and
omissions as may be approved by such official, and the Clty Clerk
is hereby authorized and dlrected to attest to such offlclal's
signature:
(a) A lease agreement, relating to the ProJect, between the
Corporation, as lessor, and the City, as lessee (the "Lease
Agreement" ) , so long as the term of the Lease Agreement does not
exceed n:Lne years, so long as the princjpal amount of the Lease
Agreement does not exceed $380,000 and so long as the Lease
Payments payable by the C:Lty under the Lease Agreement In any
twelve-month perIod do not exceed $85,000.
(b) A trust agreement, by and among the corporation, the
Lessees and Flrst Interstate Bank of California, Los Angeles,
Californ:La, as trustee (the "Trustee"), relating to the financing
of the acquislt:LOn of the ProJect, and the execution and delivery
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of certificates of partic1pation eVJdencing the proportionate
interests of the owners thereof in lease payments to be made by
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the City under the Lease Agreement and In the lease payments to
be made by the other Lessees under separate lease agreements (the
.Cert1fJcates of PartlcipatJon").
SECTION 2. A purchase agreement by and among the
Underwriters and the Lessees relating to the purchase by the
Underwr1ters of the Certificates of Partl_c1pat1on, be and 1S
hereby approved, and City Manager 1S hereby authorized and
directed to execute said agreement, with such changes, insertions
and omissions as my be approved by such official, so long as the
lnterest rate with respect to the Certificates of Particlpation
will not produce annual lease payments payable under the Lease
Agreement in any twelve-month pen ad in excess of $85,000, so
long as the pri nJ cipal amount of the Certificates of
Partic1pation attri butable to the City will not exceed $380,000
so long as the Underwriters' discount WJth respect to the
Certif1cates does not exceed 4.0%.
SECTION 3. The City Manager and CJty Clerk and other
off1cials of the City are hereby authorized and dlrected to
execute such other agreements, documents and certificates as may
be necessary to effect the purposes of this resolution and the
lease financing herein authorized including, but not limited to,
transfer to the Corporat1on of a legal 1nterest ln Project.
SECTION 4. To the best of the City's knowledge, Jnformation
and bellef, the Prellminary Offlclal Statement contalns no untrue
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statement of a material fact with respect to the City or om~ts to
state a material fact w~th respect to the City required to be
stated where necessary to make any statement made therein not
misleading ~n the IJght of the circumstances under which it was
made.
SECTION 5. The PrelJ.mi nary Off~c~al Statement is approved
for d~str~bution in connection with the offed ng and sale of the
Cert~f~cates of Participation.
SECTION 6. The City Manager is authorized to approve
corrections and additions to the Prelimi nary Official Statement
by supplement or amendment thereto, or otherwJse as appropriate,
provided that any such correctJons or addJtJons shall be
necessary to cause the Jnformat~on conta~ned there1n to conform
with facts mater1al to the Certificates of Participation, or to
the proceedings of the CJty or such corrections or additions are
1n form rather than in substance.
SECTION 7. The C~ty Manager is authorized and directed to
cause the Preliminary Official Statement to be brought Jnto the
form of a fi nal offIcial statement (the "Final OfficJ.al
Statement" ) and to execute said Final OfficJal Statement, dated
as of the date of the sale of the Certificates of Participation,
and a statement that the facts contaJned 1n the FJnal Off1c1al
Statement, and any supplement or amendment thereto (which shall
be deemed an on gi nal part thereof for the purpose of such
statement) were, at the time of sale of the Certificates of
ParticipatJon, true and correct In all mater1al respects and that
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the F1nal Official Statement d1d not, on the date of sale of the
Certif1cates of Partic1patlon, and does not, as of the date of
deli very of the Certifi cates of Participati on, contain any untrue
statement of a material fact with respect to the City or om1t to
state material facts with respect to the C1ty required to be
stated where necessary to make any statement made therein not
misleading in the Ii ght of the C1rcumstances under which it was
made. The City manager shall take such further actions prior to
the signing of the Final Official Statement as are deemed
necessary or appropriate to verIfy the accuracy thereof.
SECTION B. The Clty Clerk shall certify to the adopt1on of
this resolutlon, and henceforth and thereafter the same shall be
1n full force and effect.
APPROVED AS TO FORM:
~'-.~
ROBERT M. MYERS
C1ty Attorney
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Adopted and approved this 26th day of November, 1985.
fZL~ ~ ~
/ Mayor
I hereby certify that the foregoing Resolution No. 7122(CCS)
was duly adopted by the City Council of the City of Santa Monica
at a meeting thereof held on November 26, 1985 by the following
Council vote:
Ayes: Counc ilmembers: Conn, Epstein, Jennings, A. Katz,
H. Katz, Zane and Mayor Reed
Noes: Councilmembers: None
Abstain: Councl.lmembers: None
Absent: Councilmembers: None
ATTEST: ~.
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tLw~.:~
City Clerk
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