ATTACHMENT C

 
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