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R-9752 RESOLUTION NO. 9752 (CCS) (CITY COUNCIL SERIES) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A LEASE AGREEMENT, AN INDENTURE AND A CONTINUING DISCLOSURE CERTIFICATE 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, APPROVING 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 1, 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; 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; DOCSLA 1 :408983.2 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 ofthe 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 for 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, pursuant to the Law, the City Council of the City (the "City Council") must also authorize and approve the issuance of the Bonds; 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; 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 City and that obtaining a reserve surety for the Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous to the City; WHEREAS, the City and the Agency desire to provide for the public sale ofthe Bonds; WHEREAS, a form of the Notice of Intention to Sell Bonds (the "Notice ofIntention 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 distributed in connection with the public offering and sale ofthe 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 ofthe 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; WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, the underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or DOCSLAl :408983.2 2 contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"); WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the transactions contemplated hereby, and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such transactions; and WHEREAS, all acts, conditions and things required by the laws of the State of California and the City Charter of the City 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 City 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 CITY COUNCIL OF THE CITY OF SANTA MONICA, as follows: Section 1. All of the recitals herein contained are true and correct and the City Council so finds. Section 2. The City Council hereby authorizes and approves the issuance of the Bonds. Such approval is intended to satisfy the requirements of Section 33640 of the California Health and Safety Code. Section 3. The form of the Lease Agreement; on file with the City Clerk, is hereby approved, and the Mayor of the City, or such other member of the City Council as the Mayor may designate, the City Manager of the City and the Director of Finance of the City (the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Lease Agreement in substantial1y 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 4. The form of Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, 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 DOCSLAl :408983.2 3 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 5. 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 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 6. The form of Notice ofIntention to Sell, on file with the City Clerk, 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 approved. Section 7. The form of Notice Inviting Bids, on file with the City Clerk, 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. Section 8. The form of Notice of Intention to Sell and Invitation to Bid, on file with the City Clerk, 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 ofthe Bonds is hereby approved. Section 9. The form of Preliminary Official Statement, on file with the City Clerk, 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 City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). 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 10. 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 and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City. DOCSLAl :408983.2 4 Section 11. The form of Continuing Disclosure Certificate, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate 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 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 City. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, 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 City, 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 City, 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 City, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Section 13. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 14. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 15. 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 DOCSLAl :408983.2 5 Adopted ancIappnwed ".28th. of March, ~2. I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Resolution No. 9752 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 26th of March, 2002 by the following vote: Ayes: Council members: Holbrook, O'Connor, Genser, Katz, Mayor Pro Tem McKeown, Mayor Feinstein Noes: Council members: None Abstain: Council members: None Absent: Council members: Bloom ATTEST: -----