RESOLUTION NUMBER __________
A RESOLUTION OF THE REDEVELOPMENT AGENCY
OF THE CITY OF SANTA MONICA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$41,050,000 PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS ON CERTAIN TERMS AND
CONDITIONS, APPROVING A CONTINUING DISCLOSURE CERTIFICATE, APPROVING THE FORM
AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND FINANCING DOCUMENTS,
AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND PROVIDING FOR OTHER MATTERS
RELATING THERETO
WHEREAS, the Redevelopment Agency of the City of Santa
Monica (herein referred to as the “Agency”) is a redevelopment agency duly
created, established and authorized to transact business and exercise its
powers, all under and pursuant to the Community Redevelopment Law (Part 1 of
Division 24 (commencing with Section 33000) of the Health and Safety Code
of the State of California) including for all purposes the Community
Redevelopment Financial Assistance and Disaster Project Law, as then
constituted (commencing with Section 34000 of the Health and Safety Code)
(collectively, the “Law”), and the powers of the Agency include the power to
issue bonds for any of its corporate purposes; and
WHEREAS, a redevelopment plan for the Earthquake Recovery
Redevelopment Project, in the City of Santa Monica (the “Redevelopment
Project”), has been adopted in compliance with all requirements of the Law; and
WHEREAS, the Agency has previously issued its Earthquake
Recovery Redevelopment Project 2006 Tax Allocation Refunding Bonds, Series A
and its Earthquake Recovery Redevelopment Project 2006 Taxable Tax Allocation
Refunding Bonds, Series B (collectively, the “2006 Bonds”) pursuant to an
Indenture of Trust and First Supplement to Indenture of Trust dated as of April
1, 2006 (collectively, the “Existing Indenture”); and
WHEREAS, the Agency wishes at this time to issue its not
to exceed $41,050,000 aggregate principal amount of tax allocation bonds to be
designated “Redevelopment Agency of the City of Santa Monica, Earthquake
Recovery Redevelopment Project, 2011 Tax Allocation Bonds” (the “2011 Bonds”)
on a parity with the 2006 Bonds for the purpose of providing additional funds
to finance the Redevelopment Project; and
WHEREAS, the 2011 Bonds, when issued, will be secured by a
pledge of and lien on the tax increment revenues from the Redevelopment
Project; and
WHEREAS, proceeds of the 2011 Bonds will be used (i)
to provide funds to finance redevelopment activities of and related to the
Redevelopment Project; (iii) to fund a reserve account or otherwise
satisfy the reserve requirement with respect to the 2011 Bonds; and
(iv) to pay the costs of issuing the 2011 Bonds; and
WHEREAS, there has been placed on file with the Agency
Secretary and filed with this Board the forms of the Second Supplement to
Indenture of Trust providing for the issuance of the 2011 Bonds, the
Preliminary Official Statement relating to the 2011 Bonds, the Continuing
Disclosure Certificate (which is attached as an Appendix to the
Preliminary Official Statement), and a Bond Purchase Agreement among the Agency,
the Santa Monica Public Financing Authority (the “Authority”) and E. J. De La
Rosa & Co., Inc., as representative of itself and Wells Fargo Bank,
National Association (collectively, the “Underwriter”), pursuant to which the
Agency may sell the 2011 Bonds to the Authority for concurrent resale to the
Underwriter pursuant to the terms of the Underwriter’s offer to purchase the
2011 Bonds, all on the terms and conditions set forth therein; and
WHEREAS, the Agency desires to authorize the issuance and
sale of the 2011 Bonds upon the terms and conditions hereinafter set forth;
WHEREAS, the issuance of the 2011 Bonds is not a “project”
within the meaning of the California Environment Quality Act (“CEQA”),
specifically CEQA Guidelines section 15378, and thus is not subject to
CEQA pursuant to CEQA Guidelines section 15060(c)(3).
NOW, THEREFORE, BE IT RESOLVED, by the Agency acting by
and through its Governing Board (the “Board”) as follows:
SECTION 1.
Issuance of 2011 Bonds. Pursuant to the Indenture (hereinafter defined),
the 2011 Bonds in an aggregate principal amount of not to exceed $41,050,000
are hereby authorized to be issued. The
form of 2011 Bonds presented to this Board as Exhibit A to the Indenture
is hereby approved and shall be executed by the manual or facsimile signature
of the Chair, Executive Director or Treasurer, or their respective written designee (each an “Authorized
Officer”) and attested by the manual or facsimile signature of the Secretary;
the seal of the Agency may be reproduced thereon.
SECTION 2.
Approval of Indenture. The proposed form of Second Supplement to
Indenture of Trust (the “Indenture”), between the Agency and Union Bank, N.A.,
as trustee (the “Trustee”) in the form presented to this Board, is hereby
approved. Each of the Authorized
Officers are hereby authorized and directed to execute and deliver, and the
Secretary is hereby authorized and directed to attest the Indenture in said
form, with such additions thereto or changes therein as are approved by such
Authorized Officer after consultation with, and approval by, Bond Counsel and
General Counsel (including without limitation any amendments to the Existing
Indenture as may be permitted under the terms of the Indenture and reasonably
necessary or appropriate to facilitate the issuance of the Bonds), the approval
of such additions or changes to be conclusively evidenced by the execution and
delivery of the Indenture by any one of the Authorized Officers.
SECTION 3.
Approval of Official Statement. The form of Preliminary Official Statement
relating to the 2011 Bonds presented to this Board is hereby approved, with
such changes from the Preliminary Official Statement as may be approved by the
Authorized Officer deeming such document final after consultation with
Disclosure Counsel and General Counsel, such Authorized Officer’s execution of
a certificate deeming such document final to be conclusive evidence of the
approval thereof. The preparation of a
final Official Statement relating to the 2011 Bonds is hereby approved and each
of the Authorized Officers is hereby authorized and directed, for and in the
name and on behalf of the Agency, to execute and deliver a final Official
Statement containing such changes from the Preliminary Official Statement as
may be approved by the officer executing the same after consultation with
Disclosure Counsel and General Counsel and the distribution of such Preliminary
and final Official Statement in connection with the sale of the 2011 Bonds is
hereby authorized. Each of the Authorized
Officers is also authorized to deem the Preliminary Official Statement final
within the meaning of Rule 15c2-12 (the “Rule”) of the Securities Exchange Act
of 1934, excepting only such information as is permitted under the Rule, and to
execute an appropriate certificate stating the Agency’s determination that the
Preliminary Official Statement has been deemed final within the meaning of such
Rule.
SECTION 4.
Approval of Purchase Agreement. The form of Purchase Contract (the “Purchase
Agreement”) presented to this Board by and among the Agency, the Authority and
the Underwriter and the sale of the 2011 Bonds by the Agency to the Authority
for concurrent resale to the Underwriter pursuant thereto upon the terms and
conditions set forth therein is hereby approved, and subject to such approval
and subject to the provisions hereof, each of the Authorized Officers are
hereby authorized and directed to evidence the Agency’s acceptance of the
offers made by the Purchase Agreement by executing and delivering the Purchase
Agreement in said form with such changes therein as the officer executing the
same may approve and such matters as are authorized by this Resolution, such
approval to be conclusively evidenced by the execution and delivery thereof by
any one of the foregoing officers.
SECTION 5.
The Authorized Officers to Establish Final Terms of
Issuance of 2011 Bonds. The Board
hereby authorizes each of the Authorized Officers to establish and determine
(i) the final principal amount of the 2011 Bonds, not to exceed
$41,050,000; (ii) the final interest rates on various maturities of the
2011 Bonds, not to exceed a true interest cost of 7.75% per annum; and
(iii) the Underwriter’s discount for the purchase of the 2011 Bonds, not
to exceed 0.70% of the principal amount of the 2011 Bonds.
SECTION 6.
Approval of Continuing Disclosure Certificate. The Agency hereby approves the Continuing
Disclosure Certificate in substantially the form presented to this Board,
together with any additions thereto or changes therein as may be necessary to
conform the terms of the Continuing Disclosure Certificate to the terms thereof
described in the final Official Statement deemed necessary or advisable by the
Authorized Officers. Each of the
Authorized Officers is hereby authorized and directed to execute the final form
of the Continuing Disclosure Certificate for and in the name and on behalf of
the Agency.
SECTION 7.
Professional Services. [The Agency hereby affirms the engagement of
bond counsel, disclosure counsel, the fiscal consultant and the financial
advisor to act in connection with the Bonds pursuant to existing arrangements
among the parties.]
SECTION 8.
Official Actions. Each of the Authorized Officers, the
Secretary, the General Counsel and any and all other officers of the Agency are
hereby authorized and directed, for and in the name and on behalf of the Agency,
to do any and all things and take any and all actions, including execution and
delivery of any and all assignments, certificates, documents (including,
without limitation, the securing of the 2006 Bond municipal bond insurer’s
consent to any amendments to the Existing Indenture or other arrangements with
the Agency as may be reasonably necessary or appropriate to facilitate the
issuance of the Bonds, and the payment of insurer’s fees and expenses related
thereto), procurement of municipal bond insurance for the 2011 Bonds if such
insurance would reduce the costs of borrowing and the payment of all costs of
issuance of the 2011 Bonds, including, but not limited to, the fees and
expenses of bond counsel, disclosure counsel, the financial advisor, the fiscal
consultant, the Trustee (as provided in the Indenture), the Underwriter (as
provided in the Purchase Agreement), any rating agency rating the 2011 Bonds,
the printer and any other fees or expenses necessary or appropriate to
facilitate the issuance of the 2011 Bonds in accordance with this
Resolution. Additionally, the Authorized
Officers are each hereby authorized and directed to take any action with
respect to (i) Cooperation Agreement No. 9267 for Payment of Costs Associated
with Certain RDA Funded Capital Improvement and Affordable Housing Projects,
and any agreements amending or implementing such Cooperation Agreement
(collectively, the “Cooperation Agreement”), (ii) any loan or loans from the
City or other arrangements between the Agency and the City for the benefit of
the Redevelopment Project (including those certain Promissory Notes of the
Agency dated December 14, 2004, as amended or supplemented and the purchase and
sale agreement related thereto), and/or (iii) that certain Credit Agreement
between the Agency and Bank of America, N.A. dated as of May 1, 2008 and Credit
Agreement between the Agency and Wells Fargo Bank, National Association dated
as of March 11, 2011 (collectively, the Bank Loans”), and (iv) any other
payment obligation of the Agency to third parties, including the subordination
of any such payment obligations to the repayment of the 2011 Bonds and other
Parity Debt issued under the Indenture, with the advice of General Counsel, as
may be necessary or desirable to facilitate the issuance of the 2011
Bonds. The Agency hereby finds and
determines that the issuance of the Bonds, and the Agency’s entering into the
Cooperation Agreement and the Bank Loans does not and will not materially
adversely affect the Agency’s ability to perform its obligations under the
Promissory Notes referenced above.
SECTION 9.
Effective Date.
This resolution shall take effect from and after the date of its passage
and adoption.
THE FOREGOING
RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE CITY OF
SANTA MONICA REDEVELOPMENT AGENCY THIS ________________ (____) DAY OF
_________, 2011, BY THE FOLLOWING ROLL-CALL VOTE:
AYES:
NOES:
ABSTAIN:
ABSENT:
CHAIR
ATTEST:
CLERK
APPROVED AS TO FORM:
MARSHA JONES MOUTRIE
Agency Counsel