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R-463 RESOLUTION NO. 463 (RAS) (REDEVELOPMENT AGENCY SERIES) RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE AGENCY OF AN INDENTURE AND A CONTINUING DISCLOSURE CERTIFICATE IN CONNECTION WITH THE ISSUANCE OF REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, SANTA MONICA EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $69,500,000, AUTHORIZING THE PUBLISHING OF A NOTICE OF INTENTION TO SELL, 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 (Part 1 of Division 24 of the California Health and Safety Code) (the “Law”) and the powers of such Agency include the power to issue bonds for any of its corporate purposes; WHEREAS, a redevelopment plan for a redevelopment project known and designated as the “Santa Monica Earthquake Recovery Redevelopment Project” has been adopted and approved and all requirements of law for, and precedent to, the adoption and approval of said plan have been duly complied with; WHEREAS, the plan contemplates that the Agency will issue its bonds to finance a portion of the cost of such redevelopment; WHEREAS, in order to provide funds to finance a portion of the cost of such redevelopment, the Agency desires to authorize the issuance of Redevelopment Agency of the City of Santa Monica, Santa Monica Earthquake Recovery Redevelopment Project Tax Allocation Bonds (the “Bonds”), in the aggregate principal amount of not to exceed $69,500,000; DOCSLA1:316577.1 40233-5 GH1 07/4/07 DOCSLA1:316594.1 40233-5 GH1 07/4/07 DOCSLA1:316594.2 40233-5 GH1 07/4/07 DOCSLA1:322178.1 40233-4 GH1 07/4/07 DOCSLA1:322178.2 40233-4GH107/4/07 WHEREAS, the Agency has determined that it would be in the best interests of Agency to provide for the issuance of the Bonds pursuant to an Indenture (the “Indenture”), by and between the Agency and BNY Western Trust Company, as trustee (the “Trustee”); WHEREAS, the Agency has determined that securing the timely payment of the principal of and interest on all or a portion of the Bonds by obtaining a bond insurance policy with respect thereto could be economically advantageous to the Agency; WHEREAS, the Agency desires to provide for the public sale of the Bonds; WHEREAS, a form of the Notice of Intention to Sell (the “Notice of Intention to Sell”) to be published in connection with the public offering of the Bonds has been prepared; WHEREAS, a form of the Preliminary Official Statement (the “Preliminary Official Statement”) and a form of the Official Notice Inviting Bids (the “Notice Inviting Bids”) to be distributed in connection with the public offering of the Bonds have 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 Agency has undertaken in a written agreement or 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 Agency desires to execute and deliver a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”); WHEREAS, the members of the Agency have been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the members of the Agency have examined and approved each document and desire to authorize and direct the execution of such documents and the consummation of such financing; 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 financing 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 financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY 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 Agency so finds. Section 2. Subject to the provisions of Section 2 hereof, the issuance of not to exceed $69,500,000 aggregate principal amount of the Bonds, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The DOCSLA1:322178.2 40233-4GH107/4/07 Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution. Section 3. The form of the Indenture, 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 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 principal amount of the Bonds shall not exceed $69,500,000, the final maturity date of the Bonds shall be no later than July 1, 2030 and the true interest cost applicable to the Bonds shall not exceed 7.0% 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 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. 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 Argonaut , a newspaper of general circulation published in the community, at least five 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 5. 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 bid for the Bonds, or to reject all bids therefor, in accordance with the terms of the Notice Inviting Bids. DOCSLA1:322178.2 40233-4GH107/4/07 Section 6. 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 7. 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 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 8. The form of Continuing Disclosure Certificate, 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 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 to the execution and delivery thereof. Section 9. 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 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, including, without limitation, negotiating the terms of the bond insurance policy referred to herein. Section 10. 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 11. 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: S/ Marsha Jones Moutrie, Agency Counsel DOCSLA1:322178.2 40233-4GH107/4/07 th Adopted and approved this 26 day of October, 1999. S/____________________ S Pam OConnor, Chair = I hereby certify that the foregoing Resolution No. 463 (RAS) was duly adopted at a th meeting of the Redevelopment Agency held on the 26 day of October,1999 by the following vote: Ayes: Agency Member: Bloom, Feinstein, Genser, Holbrook, McKeown, OConnor, = Noes: Agency Member: None Abstain: Agency Member: Rosenstein Absent: Agency Member: None ATTEST: S/____________________ Maria Stewart, Secretary DOCSLA1:322178.2 40233-4GH107/4/07