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R-495 RESOLUTION NO. 495 (RAS) RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING ISSUANCE OF TWO SEPARATE SERIES OF REFUNDING BONDS WITH RESPECT TO THE SANTA MONICA EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT OF THE AGENCY, APPROVING AND AUTHORIZING AND DIRECTING EXECUTION OF INDENTURE OF TRUST AND FIRST SUPPLEMENT TO INDENTURE OF TRUST RELATING THERETO, AUTHORIZING SALE OF SUCH BONDS AT PUBLIC SALE, APPROVING OFFICIAL STATEMENTS AND OFFICIAL NOTICES OF SALE AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA WHEREAS, the Redevelopment Agency of the City of Santa Monica (the "Agency") is a redevelopment agency, and public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the "Law"), including the power to issue bonds for any of !ts corporate purposes; WHEREAS, a Redevelopment Plan for the redevelopment project designated the "Santa Monica Earthquake Recovery Redevelopment Project" (the "Redevelopment Project") in the City of Santa Monica, California, has been adopted in compliance with all requirements of the Law; WHEREAS, to provide funds to refinance redevelopment activities with respect to the Redevelopment Project, namely, the refunding and defeasance of the Agency's outstanding Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Tax Allocation Bonds, Series 1999, issued in the initial aggregate principal amount of $65,285,000 (the "1999 Bonds"), the Agency has determined to issue on a federally tax exempt basis its not to exceed $56,400,000 aggregate principal amount of Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project 2006 Tax Allocation Refunding Bonds, Series A (the "2006 Series A Bonds"), pursuant to an Indenture of Trust, dated as of April 1, 2006 ( the "2006 Series A Bonds Indenture), and on a basis that is not exempt from federal income taxes its not to exceed $16,700,000 aggregate principal amount of Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project 2006 Taxable Tax Allocation Refunding Bonds, Series B (the "2006 Series B Bonds" and, together with the 2006 Series A Bonds, the "Bonds"), pursuant to a First Supplement to Indenture of Trust, dated as of April 1, 2006, (the "2006 B Bonds First Supplement" and the 2006 Series A Bonds Indenture, as amended and supplemented by the 2006 B Bonds First Supplement, the "Indenture"); WHEREAS, the Agency proposes to sell the Bonds at public sale and, in connection with the sale of the Bonds, Kelling, Northcross & Nobriega, as Financial Advisor to the Agency (the "Financial Advisor"), has caused to be prepared an Official Notice of Sale and a Notice of Intention to Sell the Bonds and Jones Hall, A Professional Law Corporation, as Disclosure Counsel to the Agency has assisted the Agency in the preparation of a preliminary Official Statement describing, among other things, the Agency and the Bonds, the forms of which documents are on file with the Secretary of the Agency; WHEREAS, the Agency, with the aid of its staff, has reviewed the 2006 Series A Bonds Indenture, the 2006 Series B Bonds First Supplement, the Official Notice of Sale, the Notice of Intention to Sell and the preliminary Official Statement, and the Agency wishes to approve and confirm the foregoing, as well as the other matters set forth below, in the public interests of, and for significant public benefits to, the Agency and the City of Santa Monica; NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Santa Monica, as follows: Section 1. Issuance of the 2006 Series A Bonds; Approval of 2006 Series A Bonds Indenture. The Agency hereby authorizes the issuance of the 2006 Series A Bonds, under and pursuant to the Law and the 2006 Series A Bonds I ndenture in the aggregate principal amount of not to exceed $56,400,000. Section 2. Issuance of the 2006 Series B Bonds; Approval of 2006 Series B Bonds First Supplement. The Agency hereby authorizes the issuance of the 2006 Series B Bonds, under and pursuant to the Law and the Series A Bonds Indenture, as supplemented and amended by the 2006 Series B Bonds First Supplement in the aggregate principal amount of not to exceed $16,700,000. Section 3. Execution of Documents. The Agency hereby approves the 2006 Series A Bonds Indenture and the 2006 Series B Bonds First Supplement (together, the "Indenture"), in substantially the forms thereof on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director of the Agency including, without limitation, the addition to the 2006 Series A Bonds Indenture and the 2006 Series B Bonds First Supplement of the final principal amount and annual maturities of the Bonds as contained in the respective successful bids for the purchase of the Bonds and the addition of the requirements of the insurer with respect to debt service payments on the Bonds, and execution of the 2006 Series A Bonds Indenture and th~ 2006 Series B Bonds First Supplement shall be deemed conclusive evidence of the approval of such additions or changes. The Executive Director of the Agency and Secretary of the Agency are hereby authorized and directed to execute, attest and affix the seal of the Agency to 2006 Series A Bonds Indenture and the 2006 Series B Bonds First Supplement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the 2006 Series A Bonds Indenture and the 2006 Series B Bonds First Supplement. Section 4. Sale of the Bonds, Bids shall be received for the purchase of the Bonds, as described in and subject to the terms and conditions of the hereinafter approved Official Notice of Sale. Either the Executive Director or the Agency Treasurer is authorized to and shall separately award each series of the Bonds, on behalf of the Agency, to the best responsible respective bidder or bidders for such series of the Bonds in accordance with the provisions of the Official Notice of Sale, provided that the true interest cost of the 2006 Series A Bonds shall not exceed 5.40% per annum and the true interest cost of the 2006 Series B Bonds shall not exceed 7.00% per annum and the underwriter's discount (not including any original issue discount or bond insurance or reserve surety premium paid by the Underwriter) from the principal amount of the applicable series of the Bonds shall not exceed the underwriter's discount permitted in the final Official Notice of Sale. In addition, in the event that no bids shall be received or all bids are rejected with respect to the 2006 Series A Bonds or the 2006 Series B Bonds, or either of them, either the Executive Director or the Agency Treasurer, upon advice -2- of the Financial Advisor, is authorized to enter into a purchase contract in customary form (to be prepared with the approval of bond counsel) providing for the sale of the applicable series of the Bonds, on behalf of the Agency, to an underwriter of such series of the Bonds, provided, however, that the underwriter's discount (not including any original issue discount or bond insurance or reserve surety premium paid by the Underwriter) from the principal amount (i) of the 2006 Series A Bonds shall not be in excess of one percent (1.00%) of the aggregate principal amount of such series of the Bonds and the true interest cost of the Series A Bonds shall not exceed the interest rate set forth above and (ii) of the 2006 Series B Bonds shall not be in excess of one percent (1.00%) of the aggregate principal amount of such series of the Bonds and the true interest cost of the Series B Bonds shall not exceed the interest rate set forth above. Section 5; Notice of Intention to Sell. The Secretary shall cause a copy of a Notice of Intention to Sell the Bonds to be published once on or before five (5) days prior to the date of sale of the Bonds, in the Bond Buyer, a financial publication generally circulated throughout the State and in an official newspaper of the City of Sa nta Monica. The publication of such notice substantially in the form on file with the Secretary of the Agency is hereby approved. Section 6. Approval of the Official Notice of Sale and the Preliminary Official Statement. The Official Notice of Sale and the preliminary Official Statement relating to the Bonds, on file with the Secretary, are approved for distribution by the Financial Advisor, to municipal bond broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the Bonds. The Agency Treasurer is authorized to approve the amendment of the Official Notice of Sale and the preliminary Official Statement, from time to time, pending such distribution as shall be required to cause the Official Notice of Sale and the preliminary Official Statement to contain any further information necessary to accurately describe the Agency and the Bonds. With respect to the distribution of the preliminary Official Statement, the Executive Director or the Agency Treasurer is authorized and directed, on behalf of the Agency, to deem the preliminary Official Statements "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Section 7. Approval of Final Official Statement. The final Official Statement, which shall include such changes and additions thereto deemed advisable by the Agency Treasurer and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds and the Executive Director is authorized and directed to execute the final Official Statement for and on behalf of the Agency and the Agency Treasurer is authorized and directed to deliver to the purchaser of the Bonds (i) certificates with respect to the information set forth therein and (ii) Continuing Disclosure Certificates substantially in the forms appended to each of the final Official Statements. Section 8. Taxable Bonds. Pursuant to the provisions of Chapter 11 of Division 6 of Title 1 (commencing with Section 5900) of the Government Code of the State of California, the Agency hereby determines that the interest payable on the 2006 Series B Bonds will be subject to federal income taxation under law in existence on the date of issuance of the 2006 Series B Bonds. Section 9. Subordination of Promissory Notes. The Agency has two outstanding promissory notes, each dated as of December 14, 2004, in the aggregate Initial principal amount of $60,000,000 payable to the Parking Authority of the City of Santa Monica (the "Parking Authority Notes"). The Parking Authority Notes provide that the indebtedness thereof and the agreement referred to therein shall be subordinate to the Bonds upon a determination -3- by the Agency that the issuance of the Bonds will not materially adversely affect the Agency's ability to pay the Parking Authority Notes. Based on the projections provide to the Agency by its consultants with respect to the Bonds on file in the proceedings for the issuance of the Bonds, the Agency determines that the issuance of the Bonds will not materially adversely affect the Agency's ability to pay the Parking Authority Notes. Section 10. Official Action. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed an<;:i ratified. The Chairperson, Secretary, Treasurer, the Executive Director, Agency Counsel and other appropriate officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including payment from the proceeds of the Bonds of costs of issuance of the Bonds, and execution and delivery of any and all assignments, certificates, requisitions (including requisitions for the payment of costs of issuance of the Bonds), agreements (including the 1999 Bonds Escrow Deposit and Trust Agreement (substantially in the form on file with the Secretary) providing for the refunding and defeasance of the 1999 Bonds ), notices, consents and other documents, which such officers deem necessary or advisable in order to consummate the sale, issuance and delivery of the Bonds pursuant to the successful bids for purchase of the Bonds and the applicable Documents and to provide for the refunding and defeasance of the 1999 Bonds. Whenever in this Resolution any officer of the Agency is authorized to execute or countersign. any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any other officer of the Agency designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 11. Effective Date. This resol ution shall take effect from and after its adoption. ****** APPROVED AS TO FORM -4- Adopted and approved this 28th day of March, 2006. A--;-:- ~ Robert T. Holbrook, Chair I hereby certify that the foregoing Resolution No. 495. (RAS) was duly adopted at a joint meeting of the Santa Monica City Council and the Redevelopment Agency held on the 28th day of March, 2006, by the following vote: Ayes: Agency members: Bloom, Katz, McKeown, O'Connor, Chair Holbrook, Chair Pro Tern Shriver Noes: Agency members: None Abstain: Agency members: None Absent: Agency members: Genser ATTEST: Maria M. Stewart, A 5