ATTACHMENT D

RESOLUTION NUMBER _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA, APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA OF ITS EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT, 2011 TAX ALLOCATION BONDS, AND MAKING CERTAIN DETERMINATIONS RELATING THERETO

WHEREAS, the Redevelopment Agency of the City of Santa Monica(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 (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 Area has been adopted and approved by Ordinance No. 3940, of the City of Santa Monica (the “City”), and all requirements of law for and precedent to the adoption and approval of said Redevelopment Plan have been duly complied with; 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 has adopted its resolution entitled:

A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $41,050,000 PRINCIPAL AMOUNT 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, under and pursuant to the above-referenced Resolution, the Agency has authorized the issuance of the Redevelopment Agency of the City of Santa Monica, Earthquake Recovery Redevelopment Project, 2011 Tax Allocation Bonds, (the “Bonds”) to provide additional moneys to finance and refinance the Agency’s undertakings under the Earthquake Recovery Redevelopment Project pursuant to the Redevelopment Plan therefor, as further described in said resolution of the Agency;

WHEREAS, the approval by the City of the Agency’s issuance of 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 City Council of the City of Santa Monica, as follows:

Section 1. The City Council hereby approves the issuance of the Bonds on a parity with the 2006 Bonds in order to further finance and refinance the Agency’s undertakings and for other purposes related thereto, including, but not limited to, the funding of capitalized interest with respect to the Bonds, all of which constitute a “redevelopment activity”, as such term is defined in Health and Safety Code Section 33678, pursuant to the terms of the Agency resolution referenced in the recitals hereof and the accompanying Indenture.

Section 2. The City Council hereby reaffirms that any indebtedness of the Agency to the City (other than statutory pass-through payments to the City payable pursuant to Section 33607.5 of the Law), including any interest accrued therein, shall be payable from tax increment revenues on a basis subordinate to the payment of the Bonds and any obligations of the Agency under the Indenture of Trust pursuant to which the Bonds are to be issued.

Section 3. All actions heretofore taken by the officers and agents of the City with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Mayor, the City Manager, the City Treasurer, the City Clerk, the City Attorney (collectively and individually, “Authorized Officers”) and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to consummate the purchase of the Bonds by E. J. De La Rosa & Co., Inc., on behalf of itself and Wells Fargo Bank, National Association (collectively, the “Underwriter”) pursuant to a Bond Purchase Agreement to be entered into by the Agency, the Santa Monica Public Financing Authority and the Underwriter. The Authorized Officers are each hereby authorized and directed to take any action with respect to the existing 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, 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), including acknowledgement of the subordination of such payment obligations to the repayment of the 2011 Bonds, with the advice of General Counsel, , as may be necessary or desirable to facilitate the issuance of the 2011 Bonds.

Section 4. 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 CITY COUNCIL OF THE CITY OF SANTA MONICA THIS ________________ (____) DAY OF _________, 2011 , BY THE FOLLOWING ROLL-CALL VOTE:

AYES:

NOES:

ABSTAIN:

ABSENT:

MAYOR

ATTEST:

CITY CLERK

APPROVED AS TO FORM:

MARSHA JONES MOUTRIE

City Attorney