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
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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
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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.
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APPROVED AS TO FORM
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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
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