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R-473RESOLUTION NO. 47,~ (RAS) (REDEVELOPMENT AGENCY SERIES) RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE AGENCY OF A LEASE AGREEMENT, AN INDENTURE, AN ASSIGNMENT AGREEMENT AND AN ESCROW AGREEMENT IN CONNECTION WITH THE ISSUANCE OF REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA LEASE REVENUE BONDS, SERIES 2002, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $8,000,000, AUTHORIZING THE PUBLISHING OF A NOTICE OF INTENTION TO SELL AND A NOTICE OF INTENTION TO SELL AND INVITATION TO BID, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE INVITING BIDS AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the Redevelopment Agency of the City of Santa Monica (the "Agency") is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law, commencing with Section 33000 of the California Health and Safety Code (the "Law"), and the powers of the Agency include the power to issue bonds for any of its corporate purposes; WHEREAS, the Agency is the owner of certain property (the "Property") which it presently leases to the City of Santa Monica (the "City") pursuant to the Amended and Restated Lease and Option to Purchase, dated as of October l, 1992 (the "Existing Lease"), by and between the Agency and the City; WHEREAS, the City and the Agency desire to amend and restate the Existing Lease in order to enable the City to lease the Property from the Agency, and the Agency to lease the Property to the City, on the terms stated in a Lease Agreement (the "Lease Agreement"), by and between the City and the Agency; WHEREAS, in order to refinance certain capital improvements, the Agency issued its Redevelopment Agency of the City of Santa Monica Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992) (the "Prior Bonds"); WHEREAS, in order to achieve certain savings, the City and the Agency desire to refund the Prior Bonds; DOCSLAI :409019.2 WHEREAS, the Agency is indebted to the City for a certain loan made by the City to the Agency, which indebtedness is evidenced by a promissory note (the "Note") executed by the Agency in favor of the City; WHEREAS, the Agency desires to repay a portion of the Note; WHEREAS, the City and the Agency have determined that it would be in the best interests of the City and the Agency to provide the funds necessary to refund the Prior Bonds and pay a portion of the Note through the issuance by the Agency of its Redevelopment Agency of the City of Santa Monica Lease Revenue Bonds, Series 2002 (Downtown Redevelopment Refunding Project of 2002) (the "Bonds"); WHEREAS, the City and the Agency have determined that it would be in the best interests of the City and the Agency to provide far the issuance of the Bonds pursuant to an Indenture (the "Indenture"), by and among the Agency, the City and BNY Western Trust Company, as trustee (the "Trustee"); WHEREAS, the Bonds will be payable from the base rental payments (the "Base Rental Payments") to be made by the City under the Lease Agreement, and all rights to receive the Base Rental Payments will be assigned without recourse by the Agency to the Trustee pursuant to an Assignment Agreement (the "Assignment Agreement"); WHEREAS, the funds to pay the redemption price of the Prior Bonds will be applied to such purpose pursuant to an Escrow Agreement (the "Escrow Agreement") by and between the Agency and BNY Western Trust Company, as escrow bank; WHEREAS, the City and the Agency have determined that securing the timely payment of the principal of and interest on the Bonds by obtaining a bond insurance policy with respect thereto could be economically advantageous to the Agency and that obtaining a reserve surety for the Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous to the Agency; WHEREAS, the City and the Agency desire to provide for the public sale of the Bonds; WHEREAS, a form of the Notice of Intention to Sell Bonds (the "Notice of Intention to Sell") to be published in connection with the public offering and sale of the Bonds has been prepared; WHEREAS, a form of the Official Notice Inviting Bids (the "Notice Inviting Bids") to be published in connection with the public offering and sale of the Bonds has been prepared; WHEREAS, a form of the Notice of Intention to Sell Bonds and Invitation to Bid (the "Notice of Intention to Sell and Invitation to Bid") to be published in connection with the public offering and sale of the Bonds has been prepared; WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Bonds has been prepared; DOCSLA1:409019.2 2 WHEREAS, the members of the Agency have been presented with the form of each document referred to herein relating to the transactions contemplated hereby, and said members have examined and approved each document and desire to authorize and direct the execution of such documents and the consuxnmation of such transactions; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Agency is now duly authorized and empowered, pursuant to each and every requirement of law, to. consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, as follows: Section 1. All of the recitals herein contained are true and correct and the members of the Agency so find. Section 2. The form of the Lease Agreement, on file with the Secretary of the Agency, is hereby approved, and the Chairperson of the Agency, or such other member of the Agency as the Chairperson may designate, the Executive Director of the Agency and the Treasurer of the Agency (the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Lease Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the Base Rental Payments shall not exceed $8,000,000, the term of the Lease Agreement shall terminate no later than July 1, 2008 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.25% per annum. Section 3. The form of Indenture, on file with the Secretary of the Agency, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $8,000,000, the final maturity date of the Bonds shall be no later than July 1, 2008 and the true interest cost applicable to the Bonds shall not exceed 5.25% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established by offering the Bonds at public sale pursuant to the Notice Inviting Bids. Section 4. The issuance of not to exceed $8,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved; provided, however, that the DOCSLA1:409019.2 3 Bonds shall be issued only if the net present value savings from the refunding of the Prior Bonds is not less than 2.00%. Section 5. The form of Assignment Agreement, on file with the Secretary of the Agency, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The form of Escrow Agreement, on file with the Secretary of the Agency, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver the Escrow Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The form of Notice of Intention to Sell, on file with the Secretary of the Agency, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Notice of Intention to Sell in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to cause the Notice of Intention to Sell to be published once in The Bond Buyer (or in such other financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Bonds as an Authorized Officer shall approve as being in the best interests of the Agency) at least 15 days prior to the date set for the opening of bids in the Notice Inviting Bids, with such changes, insertions and omissions therein as an Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell. Section 8. The form of Notice Inviting Bids, on file with the Secretary of the Agency, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Notice Inviting Bids in connection with the offering and sale of the Bonds is hereby authorized and approved. The terms and conditions of the offering and sale of the Bonds shall be as specified in the Notice Inviting Bids. Sealed bids for the purchase of the Bonds shall be received by the Agency at the time and place set forth in the Notice Inviting Bids. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to accept the lowest true interest cost bid for the Bonds, or to reject all bids therefor, in accordance with the terms of the Notice Inviting Bids. Section 9. The form of Notice of Intention to Sell and Invitation to Bid, on file with the Secretary of the Agency, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Notice of Intention to Sell and Invitation to Bid in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to cause the Notice of Intention to Sell and DOCSLA1:409019.2 4 Invitation to Bid to be published once in the Los Angeles Times, a newspaper of general circulation published in the community (or in such other newspaper generally circulated within the boundaries of the City as an Authorized Officer shall approve as being in the best interests of the Agency) at least 10 days prior to the date set for the opening of bids in the Notice Inviting Bids, with such changes, insertions and omissions therein as an Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell and Invitation to Bid. Section 10. The form of Preliminary Official Statement, on file with the Secretary of the Agency, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, 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. The Authorized Officers are each hereby authorized to certify on behalf of the Agency that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such Rule). The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary Official Statement. Section 11. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of ancl on behalf of the Agency, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Agency. Section 12. The Authorized Officers are each hereby authorized and directed to apply for municipal bond insurance for the Bonds and to obtain such insurance if the purchase of such insurance is deemed to be in the best interests of the Agency. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver a contract for such insurance if such contract is deemed by the Authorized Officer executing the same to be in the best interests of the Agency, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. The Authorized Officers are each hereby authorized and directed to apply for and obtain a reserve surety for the Bonds. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver a contract for such reserve surety if such contract is deemed by the Authorized Officer executing the same to be in the best interests of the Agency, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Section 13. The officers and agents of the Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in DOCSLA1:409019.2 5 order to consummate the transactions herein authorized and otherwise to cany out, give effect to and comply with the terms and intent of this Resolution. Section 14. All actions heretofore taken by the officers and agents of the Agency with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 15. The Secretary of the Agency 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: ~r' ~ ~ ~ ~~ k, ~F ' v ,~~ ~,..~" ~ ~~.. ~n~~.;LL ~~ ~ ~ a ~ ~ ~~ ~ ~...~~ ~7~~~~ °~f~~~~s ~~~t~~s~ri~, ,=~~~~~c,~°° ~'~4~~~~~1 ~~ DOCSLA1:409019.2 6 Adopted and approved this 26th day of March, 2002. Michael r=einsfein~hair I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Resolution No. 473 (RAS) was duly adopted at a joint meeting of the Santa Monica City Council and the Redevelopment Agency held on the 26th day of March, 2002, by the following vote: Ayes: Agency members: Holbrook, O'Connor, Genser, Katz, Chair Pro Tem McKeown, Chair Feinstein Noes: Agency members: None Abstain: Agency members: None Absent: Agency members: Bloom ATTEST: ~ ~ _ -~~ ~ ,~ ~~'~-~ ~, g~~ ~ } ~°~.~. ,~~. ~~- ~~~ ;- _~~.v~ • Maria M. Stewart Secretary