R-436
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RESOLUTION NO. 436 (RAS)
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA APPROVING THE ISSUANCE
OF NOT TO EXCEED $16,000,000 PRINCIPAL AMOUNT
OF REDEVELOPMENT AGENCY OF THE CITY OF SANTA
MONICA, OCEAN PARK REDEVELOPMENT PROJECTS TAX
ALLOCATION REFUNDING BONDS, SERIES 1992,
APPROVING THE FORMS OF AND THE AUTHORIZING
THE EXECUTION AND DELIVERY OF AN INDENTURE OF
TRUST, A PURCHASE CONTRACT AND AN ESCROW
AGREEMENT AND THE PREPARATION OF AN OFFICIAL
STATEMENT, AND OTHER MATTERS RELATED THERETO
WHEREAS, the Redevelopment Agency of the City of Santa
Monica (the "Agency"), on February 23, 1988, duly adopted its
Resolution No. 419 (RAS) (the IIprior Resolution") authorizing (i)
the issuance of $6,400,000 Refunding Bonds of the Agency to
provide money for the payment when due of $5,700,000 Bonds of the
Agency issued pursuant to Agency Resolution No. 391 (RAS) adopted
on September 11, 1984 to finance portions of the cost of
redevelopment projects known as Ocean Park projects No. l(a) and
No. l(b) (the UProjectsU) and (ii) the issuance of $2,375,000
Bonds of the Agency to pay a portion of certain indebtedness of
the Agency; and
WHEREAS, pursuant to the Prior ReSOlution, and an
Indenture of Trust, dated as of August 1, 1988 (the "Prior
Indenture") between the Agency, the City of Santa Monica (the
'ICi tyll) and Bank of America National Trust and Savings
Association, as Trustee, $6,400,000 aggregate principal amount of
the Agency's Ocean Park Redevelopment Project Tax Allocation
Refunding Bonds, Series 1988A were issued (the 111988A Bonds"), of
which $6,115,000 are currently outstanding and $2,375,000
aggregate principal amount of the Agency's Ocean Park
Redevelopment Project Tax Allocation Refinancing Bonds, Series
1988B were issued (the "1988B Bonds"), of which $2,270,000 are
currently outstanding (together, the 1988A and the 1988B Bonds
are the IIprior Bonds"); and
WHEREAS, the Agency is indebted to the City of
Santa Monica (the "Cityll) for certain loans made by the City to
the Agency, which indebtedness is evidenced by promissory notes
(collectively, the "Additional Notes") of the Agency in favor of
the City; and
WHEREAS, the Agency desires to issue its Ocean Park
Redevelopment Project Tax Allocation Refunding Bonds, Series 1992
(the "Refunding Bondsll) in the aggregate principal amount of not
to exceed $16,000,000 for the purpose of providing moneys which
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will be sufficient (i) to provide for the payment when due of
principal of and interest on the Prior Bonds to and including
July 1, 1998, (ii) to redeem the remaining outstanding Prior
Bonds on July 1, 1998 at par plus a redemption premium of 2% of
the principal amount of such outstanding Prior Bonds, (iii) to
pay a portion of the Additional Notes on the date of issuance of
the Refunding Bonds, and (iv) to pay costs incurred in connection
with the issuance, sale and delivery of the Refunding Bonds: and
WHEREAS, the Agency is authorized to issue the
Refunding Bonds pursuant to the Community Redevelopment Law of
the state of California (being Part I of Division 24 of the
Health and Safety Code of the State of california, as amended)
(the "LawU) and Article 11 of Chapter 3 of Division 2 of Title 5
of the California Government Code, as amended: and
WHEREAS, the Refunding Bonds are to be issued under and
pursuant to an Indenture of Trust between the Agency and Bank of
America National Trust and Savings Association, as trustee, (such
Indenture of Trust, in the form presented to this meeting, with
such changes, insertions and omissions as are made pursuant to
this Resolution, being referred to herein as the ulndentureU):
and
WHEREAS, the Agency desires to solicit proposals from
the underwriters listed on Attachment A hereto (the
"Underwriters") to purchase the Refunding Bonds from the Agency
pursuant to a Purchase Contract (such Purchase Contract in the
form presented to this meeting, with such changes, insertions and
omissions as are made pursuant to this Resolution, being referred
to herein as the uPurchase ContractU): and
WHEREAS, there have been prepared and submitted to this
meeting forms of:
(1) a draft of the Indenture: and
(2) a draft of the Preliminary Official statement to
be used in connection with the sale of the Refunding Bonds and
(such Preliminary Official statement in the form presented to
this meeting with such changes, insertions and omissions as are
made pursuant to this Resolution, being referred to herein as the
"Preliminary Official Statement"): and
(3) a draft of the proposed Purchase Contract: and
(4) a draft of the Escrow Agreement by and between the
Agency and Bank of America National Trust and Savings
Association, as escrow agent, providing for the application of a
portion of the proceeds of the sale of the Refunding Bonds,
together with other available funds, to the refunding of the
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Prior Bonds (such Escrow Agreement in the form presented to this
meeting with such changes, insertions and omissions as are made
pursuant to this resolution, being referred to herein as the
" Escrow Agreement..); and
WHEREAS, the Agency now desires to authorize the
execution of such documents and the performance of such acts as
may be necessary or desirable to effect the issuance and sale of
the Refunding Bonds, the refunding of the Prior Bonds and the
payment of a portion of the Additional Notes;
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment
Agency of the City of Santa Monica, as follows:
section 1. Subject to the provisions of section 2
hereof, the issuance of the Refunding Bonds in the aggregate
principal amount of not to exceed $16,000,000 on the terms and
conditions set forth in, and subject to the limitations specified
in the Indenture, is hereby authorized and approved. The
Refunding Bonds will be dated, will bear interest at the rates,
will mature on the dates, will be issued in the form, will have
such sinking fund installments, will be subject to redemption,
and will be as otherwise provided in the Indenture, as the same
will be completed as provided in this Resolution.
section 2. The form of Indenture on file with the City
Clerk, is hereby approved. The officers of the Agency are and
each of them acting alone is, hereby authorized and directed, for
and in the name of and on behalf of the Agency, to execute and
deliver the Indenture in substantially the form on file with the
City Clerk, and presented to and considered at this meeting with
such changes therein as the officer executing the same on behalf
of the Agency may approve, in his or her discretion, as being in
the best interests of the Agency, such approval to be conclusive-
ly evidenced by such officer's execution and delivery thereof.
section 3. The proceeds, including accrued interest,
of the sale of the Refunding Bonds shall be applied simulta-
neously with the delivery of the Refunding Bonds as required by
the terms of the Indenture and the Escrow Agreement.
section 4. The form of Purchase Contract on file with
the city Clerk, by and among the underwriter to be selected
pursuant to this Section 4 (the "Underwriter") and the Agency is
hereby approved. The officers of the city are, and each of them
acting alone is, hereby authorized and directed, for and in the
name of and on the behalf of the Agency, to (i) select the
Underwriter, based on the proposals submitted by the
Underwriters, that will be the Underwriter for the Refunding
Bonds, and (ii) execute and deliver the Purchase Contract,
substantially in the form on file with the City Clerk, and
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presented to and considered at this meeting with such changes
therein (including but not limited to the inclusion of the name
of the Underwriter selected pursuant to the above clause) as the
officer executing the same on behalf of the Agency may approve in
his or her sole discretion, as being in the best interests of the
Agency, such approval to be conclusively evidenced by such
officer's execution and delivery thereof. In connection with the
execution and delivery of said Purchase Contract, the officer
executing the same is further authorized and directed to nego-
tiate the price and the interest rates for the Refunding Bonds to
be sold pursuant to such Purchase Contract up to a maximum
principal amount of $16,000,000, such that the true interest
component of payments to be made in connection with such Refund-
ing Bonds shall not exceed 8% of the aggregate principal amount
thereof.
Section 5. The form of Preliminary Official statement,
on file with the City Clerk, is hereby approved and the use of
the Preliminary Official statement in connection with the
offering and sale of the Refunding Bonds is hereby authorized and
approved with such additions, deletions, and changes as the
officers of the Agency deem to be appropriate. The Preliminary
Official statement shall be circulated for use in selling the
Refunding Bonds at such time as an officer of the Agency shall
determine that the Preliminary Official statement is
SUbstantially final within the meaning of Rule 15c2-12
promulgated under the Securities Exchange Act of 1934 as amended,
said determination to be conclusively evidenced by a certificate
signed by such officer of the Agency.
Section 6. The preparation and delivery of a final
Official Statement, and its use by the Underwriter, in connection
with the offering and sale of the Refunding Bonds, is hereby
authorized and approved. The officers of the Agency are, and
each of them acting alone is, hereby authorized and directed, for
and in the name of and on behalf of the Agency to execute and
deliver the final Official statement in substantially the form of
the Preliminary Official statement on file with the city Clerk,
and presented to and considered at this meeting, with such
changes therein as the officer executing the same on behalf of
the Agency may approve, in his or her discretion, as being in the
best interests of the Agency, and any amendment or supplement
thereto, such approval to be conclusively evidenced by the
execution and delivery thereof.
section 7. The form of Escrow Agreement on file with
the City Clerk, is hereby approved. The officers of the Agency
are, and each of them acting alone, is, hereby authorized and
directed for and in the name of and on behalf of the Agency, to
execute and deliver the Escrow Agreement in substantially the
form on file with the City Clerk, and presented to and considered
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at this meeting, with such changes therein as the officer
executing the same on behalf of the Agency may approve, in his or
her sole discretion, as being in the best interests of the
Agency, such approval to be conclusively evidenced by such
officer's execution and delivery thereof.
section 8. The refunding of the Prior Bonds on the
terms and conditions specified in the Escrow Agreement, including
the application of moneys for such purposes therein provided, is
hereby approved and authorized.
Section 9. The officers of the Agency are, and each of
them acting alone is, authorized and directed to take such
actions and to execute and deliver any and all documents and
instruments and to do and cause to be done any and all acts and
things necessary or proper to effectuate the purposes of this
Resolution. For purposes of this Resolution, the "officers of
the Agency" shall include, but not be limited to, the
Chairperson, the Vice Chairperson, the Executive Director, the
Secretary, the Agency Attorney, and each Assistant Secretary of
the Agency.
Section 10. All actions heretofore taken by any
officer or officers of the Agency with respect to the issuance
and sale of the Refunding Bonds, or in connection with or related
to any of the agreements referenced herein or the refunding of
the Prior Bonds or the payment of the Additional Notes, are
hereby approved, confirmed and ratified.
Section 11. This Resolution shall take effect from and
after its adoption and approval.
APPROVED AS TO FORM
r-hd
Uosel>h ~
cting Agency Counsel
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Attachment A
Underwriters
Bank of America N.T. & S.A.
Bear, stearns & Co. Inc.
Dillon, Read & Co. Inc.
Goldman, Sachs & Co.
Kemper Securities Group, Inc.
Kidder, Peabody & Co., Inc.
Lehman Brothers
Merrill Lynch & Co.
paineWebber Incorporated
Prudential Securities Incorporated
stephens Inc.
Smith Barney, Harris Upham & Co., Inc.
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Adopted and approved this
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I hereby certify that the foregoing Resolution No. 436 (RAS)
was duly adopted by the Redevelopment Agency of the City of Santa
Monica at a meeting thereof held on October 13 1992, by the
following Agency vote:
Ayes: Agency Members: Abdo, Genser, Holbrook, Katz,
Olsen
Noes: Agency Members: None
Abstain: Agency Members: Vazquez
Absent: Agency Members: Zane
ATTEST:
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Secretary (
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