R-435
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RESOLUTION NO. 435(RAS)
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA PROVIDING FOR THE
ISSUANCE OF ITS LEASE REVENUE BONDS, SERIES
1992 (DOWNTOWN REDEVELOPMENT REFUNDING
PROJECT OF 1992), IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $12,000,000, THE
EXECUTION AND DELIVERY OF AN AMENDED LEASE
AGREEMENT, A TRUST AGREEMENT, A PURCHASE
CONTRACT AND AN ESCROW AGREEMENT, THE
AUTHORIZATION TO PREPARE AN OFFICIAL
STATEMENT, AND OTHER MATTERS RELATED THERETO
WHEREAS, the Redevelopment Agency of the City of Santa
Monica (the "Agency") and the City of Santa Monica (the "cityU)
propose to enter into an Amended and Restated Lease Agreement (as
hereinafter defined) pursuant to which the Agency agrees to
continue to lease certain real property and certain improvements
located thereon (the "Property") to the City in consideration for
which the City will continue to make payments of base rental
(tlBase RentalU) for the use and possession of the Property; and
WHEREAS, the City, the Agency and the Trustee will
enter into a Trust Agreement (as hereinafter defined) pursuant to
which the Agency proposes to assign and transfer to Bank of
America National Trust and Savings Association, as trustee (the
1tTrustee") certain of its rights, title and interest in and to
the Amended and Restated Lease Agreement, including its right to
receive payments of Base Rental thereunder, and pursuant to which
the Agency will issue its Lease Revenue Bonds, Series 1992
(Downtown Redevelopment Refunding Project of 1992) (the "BondsU);
and
WHEREAS, the Agency and the City desire to solicit
proposals from the underwriters listed on Attachment A hereto
(the "UnderwritersU) to purchase the Bonds from the Agency
pursuant to a Purchase Contract (as defined herein);
NOW, THEREFORE, BE IT RESOLVBD by the members of the
Redevelopment Agency of the city of Santa Monica, as follows:
SECTION 1. The form of Amended and Restated Lease
Agreement and Option to Purchase (the "Amended Lease 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 Amended Lease Agreement in
substantially the form on file with the city Clerk and presented
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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 conclusively evidenced by such
officer's execution and delivery thereof.
SECTION 2. The form of Trust Agreement (the "Trust
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 Trust Agreement
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 conclusively
evidenced by such officer's execution and delivery thereof.
SECTION 3. The issuance of the Bonds in the aggregate
principal amount of not to exceed $12,000,000 on the terms and
conditions set forth in, and subject to the limitations specified
in the Trust Agreement, is hereby approved. The 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 Trust Agreement, as the same will be
completed as provided in this Resolution. The execution of the
Bonds in the name of and on behalf of the Agency and under its
seal, with the signature of the Chairperson or, in his or her
absence, the Chair Pro Tempore of the Agency and the counter-
signature of the Secretary of the Agency, with such signatures
being manually affixed, printed, lithographed, or facsimile
engraved, is hereby approved.
SECTION 4. The form of Purchase Contract (the
"Purchase Contract"), by and among the underwriter to be selected
pursuant to this section 4 (the "Underwritertl), the City and the
Agency and 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 the
behalf of the Aqency, to (i) select the Underwriter, based on
proposals submitted by the Underwriters, that will be the
Underwriter for the Bonds, and (ii) execute and deliver the
Purchase Contract, substantially in the form on file with the
City Clerk, and 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
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and directed to negotiate the price and the interest rates for
the Bonds to be sold pursuant to such Purchase Contract up to a
maximum principal amount of $12,000,000, such that the true
interest component of payments to be made in connection with such
Bonds shall not exceed 8% per annum and such that the maximum
aggregate discount from the principal amount of the Bonds shall
not exceed 2% of the aggregate principal amount thereof.
SECTION 5. 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
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 conclusively evidenced by such officer's
execution and delivery thereof.
SECTION 6. The form of Preliminary Official statement
(the uPreliminary 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 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 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 7. The preparation and delivery of a final
Official Statement, and its use by the Underwriter, in connection
with the offering and sale of the 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 8. The officers of the Agency are, and each
acting alone is, hereby authorized and directed to take such
actions and execute such documents as are, in the opinion of the
city Attorney or O'Melveny & Myers, bond counsel, desirable to
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refund the outstanding Redevelopment Agency of the City of Santa
Monica Parking Lease Revenue Bonds (Downtown Redevelopment
Project of 1978).
SECTION 9. The officers of the Agency are, and each of
them acting alone is, hereby authorized and directed to take such
actions and to execute such documents as may be necessary 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 Chair Pro Tempore, 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, as may be authorized by the
Agency, with respect to the issuance of the Bonds or in
connection with or related to any of the agreements referenced
herein are hereby approved, confirmed and ratified.
SECTION 11. The City Clerk shall certify to the
adoption of this Resolution and thenceforth and thereafter the
same shall be in full force and effect.
APPROVED AS TO FORM:
~d)iJ~
(Jqsepfl -. Lawrence,
~ting Agency Attorney
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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 13th day of October 1992.
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I hereby certify that the foregoing Resolution No. 435(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
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ATTEST:
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