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M-10/26/1999 (4) RESOLr.:TIO~ ~O. 463 (R4.S) (REDEVELOP~IE]\T AGEN'CY SERIES) RESOLtiTIO:\" OF THE REDEVELOPMENT AGDICY OF THE CITY OF Sk~TA MONICA At:THORIZING THE EXECUTION AND DELIVERY BY THE AGE-XCY OF AN INDENTURE AND A CONTINUING DISCLOSURE CERTIFICATE I~ CON~ECTION WITH THE ISSUANCE OF REDEVELOPIHENT AGEN'CY OF THE CITY OF SANTA :\-ION'ICA, SANTA MO~ICA EARTHQt:AKE RECOVERY REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, AUTHORIZING THE ISSUA.~CE OF SUCH BOl\"DS IN AN AGGREGATE PRIl\'"CIPAL AMOUNT OF XOT TO EXCEED $69,500,000, AUTHORIZING THE PUBLISHIXG OF A NOTICE OF I:\.E~TION TO SELL, AUTHORIZING THE DISTRIBUTION OF A.N OFFICIAL NOTICE INVITING BIDS AND AN OFFICIAL STATEMENT IN CO~NECTIO~ WITH THE OFFERING A.l"lD SALE OF SUCH BONDS AND ALTHORIZING THE EXECLTION OF NECESSARY DOCUME~TS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the Redevelopment Agency of the CIty of Santa Momca (the "Agency") IS a redevelopment agency. a publIc body, corporate and pohtlC duly created, establIshed and authonzed to transact busmess and exercIse Its powers, all under and pursuant to the Commumty Redevelopment Law (Part 1 of DIVISIon 24 of the Cahfomla Health and Safety Code) (the "Law") and the powers of such Agency mclude the power to Issue bonds for any of Its corporate purposes, \VHEREAS, a redevelopment plan for a redevelopment project knO\\<n and deSIgnated as the "Santa Moruca 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, III order to proVIde funds to finance a portIOn of the cost of such redevelopment, the Agency deslTes to authonze the Issuance of Redevelopment Agency of the CIty of Santa Moruca, Santa Momca Earthquake Recovery Redevelopment Project Tax AllocatIOn Bonds (the "Bonds''), III the aggregate pnnClpal amount of not to exceed 569,500,000; \VHEREAS, the Agency has determmed that It would be III the best mterests 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 determmed that secunng the tImely payment of the pnnclpal of and mterest on all or a portIOn of the Bonds by obtaImng a bond msurance polley WIth respect thereto could be economIcally advantageous to the Agency, DOCSlAi 322[782 40233-4 GHl 10.18.99 WHEREAS, the Agency desIres to provIde for the public sale ofthe Bonds, WHEREAS, a form of the };otIce of IntentlOn to Sell (the '':\rotIce of Intention to Sell") to be published In connectlOn wIth the public offenng of the Bonds has been prepared, WHEREAS, a form of the Prelmunary OfficIal Statement (the "PrelImmary OfficIal Statement") and a form of the OffiClal Kotice Invltmg BIds (the "Nohce InvItmg BIds") to be dlstnbuted m connechon With the public offenng of the Bonds have been prepared, WHEREAS, Rule l5c2-l2 promulgated under the Secunhes Exchange Act of 1934 ("Rule l5c2-l2") reqUires that, m order to be able to purchase or sell the Bonds, the undenvnter thereof must have reasonably determmed that the Agency has undertaken III a ~T1tten agreement or contract for the benefit of the holders of the Bonds to proVIde dIsclosure of certam finanCial InfOrmatIOn and certam matenal events on an ongomg baSIS, WHEREAS, m order to cause such reqwrement to be satisfied, the Agency deSIres to execute and deliver a Contmumg DIsclosure CertIficate (the "Contmumg DIsclosure CertIficate "), WHEREAS, the members of the Agency have been presented ,vIth the form of each document referred to herem relatmg to the financmg contemplated hereby, and the members of the Agency have exammed and approved each document and deSIre to authonze and dIrect the e"XecutlOn of such documents and the consummahon of such financmg, and WHEREAS, all acts, conditlOns and thmgs reqwred by the laws of the State of CalIfornIa to eXIst, to have happened and to have been performed precedent to and III connectIOn WIth the consummatIOn of such financmg authonzed hereby do eXIst, have happened and have been performed m regular and due tIme, form and manner as reqUired by law. and the Agency IS now duly authonzed and empowered. pursuant to each and every requIrement of law, to consummate such financmg for the purpose, m the manner and upon the terms herem proVIded, NOW, THEREFORE, BE IT RESOLVED BY THE REDEVELOP:.\IEI\'T AGE:"JCY OF THE CITY OF Sfu"lTA :.\iIONICA, as follows Section 1. All of the recItals herem contamed 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 pnnClpal amount of the Bonds, on the terms and condItIons set forth Ill, and subject to the lImItatIOns speCIfied Ill, the Indenture, IS hereby authonzed and approved The Bonds shall be dated, shall bear mterest at the rates. shall mature on the dates, shall be subject to call and redemptIon, shall be Issued III the form and shall be as othenVIse proVIded m the Indenture. as the same shall be completed as proVIded III thIS Resolutlon Section 3. The form ofthe Indenture, on file WIth the Secretary of the Agency, IS hereby approved, and the Chauperson 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 "Authonzed Officers"), are each hereby authonzed and dIrected, for and III the DOCSL'\I 3221782 4{)233-4 Gal 1Q!J 8;99l -2- name and on behalf of the Agency, to execute and delIver the Indenture m substantIally said fonn, wIth such changes, InSertIOns and omISSIOns therem as the Authonzed Officer executmg the same may reqUIre or approve, such approval to be conclUSIvely eVIdenced by the executIOn and delIvery thereof, prOVIded, however, that the aggregate pnnclpal amount ofthe Bonds shall not exceed $69,500,000, the final matunty date of the Bonds shall be no later than July 1. 2030 and the true mterest cost applIcable to the Bonds shall not exceed 7 0% per annum and, provIded, further, that such changes, InSertIons and onusslons shall be consIstent WIth the terms of the Bonds establIshed by offenng the Bonds at publIc sale pursuant to the NotIce lnvltmg BIds Section 4. The fonn of :Jotlce of IntentlOn to Sell, on file WIth the Secretary of the Agency, WIth such changes, IllsertlOns and omISSIOns therem as may be approved by an Authonzed Officer, IS hereby approved, and the use of the KotlCe of IntentIOn to Sell m connectIOn WIth the offenng and sale of the Bonds IS hereby authonzed and approved The Authorized Officers are each hereby authonzed and dIrected, for and in the name and on behalf of the Agency, to cause the Notlce of intentIOn to Sell to be pubhshed once m The Bond Buyer (or III such other financIal pubhcatIOn generally CIrculated throughout the State of Cahforma or reasonably expected to be dlssemmated among prospectlve bIdders for the Bonds as an Authonzed Officer shall approve as bemg m the best mterests of the Agency) at least 15 days pnor to the date set for the opemng of bIds m the NotIce Invltmg BIds, WIth such changes, msertJons and omISSIons therem as an Authonzed Officer may requIre or approve. such reqUIrement or approval to be conclusIvely eVIdenced by such publIshmg of the Kotlce of Intentlon to Sell The Authonzed Officers are each hereby authonzed and dIrected, for and III the name and on behalf of the Agency, to cause the NotIce of IntentIOn to Sell to be pubhshed once m nle Argonaut, a newspaper of general CIrculatIOn pubhshed m the commuruty, at least five days pnor to the date set for the openmg of bIds m the :-.J"otIce InvItmg BIds, WIth such changes. msertlOns and omISSIOns therem as an Authonzed Officer may reqUIre or approve. such reqUIrement or approval to be conclUSIVely eVIdenced by such publIshing of the Kohce of IntentIOn to SeU Section 5. The form of XotlCe Invltmg BIds. on file wlth the Secretary of the Agency. WIth such changes, msertIOns and omISSIOns therem as may be approved by an Authonzed Officer, IS hereby approved, and the use of the NotIce Inntmg BIds 111 connectIOn WIth the offenng and sale of the Bonds IS hereby authonzed and approved The terms and condItIOns of the offenng and sale of the Bonds shall be as speCIfied III the NotIce InvltIllg BIds Sealed bIds for the purchase of the Bonds shall be receIved by the Agency at the tlme and place set forth III the Kotlce InVItIng BIds The Authonzed Officers are each hereby authonzed and dIrected. for and m the name and on behalf of the Agency, to accept the lowest bId for the Bonds, or to reject all bIds therefor, III accordance WIth the terms of the NotIce Invltmg BIds Section 6. The form of Prehmmary OffiCIal Statement, on file WIth the Secretary of the Agency, WIth such changes, IllsertIOns and omISSIOns therem as may be approved by an Authonzed Officer, IS hereby approved, and the use of the Prehmmary OffiCIal Statement m connectIOn WIth the offenng and sale of the Bonds IS hereby authonzed and approved The Authonzed Officers are each hereby auihonzed to certIfy on behalf of the Agency that the Preltmmary OffiCIal Statement IS deemed final as of ItS date, wlthm the meanmg of Rule 15c2-l2 promulgated under the Sec.untIes Exchange Act of 1934 (except for the omISSIOn of certam final pncmg, ratIng and related mfonnatIon as pennltted by such Rule) DOCSLA 1 322178 2 40233-4 GHt lO't8-'99 -3- The Authonzed Officers are each hereby authonzed and directed to furmsh. or cause to be funllshed, to prospective bidders for the Bonds a reasonable number of copies of the Pre1immary OffiCial Statement Section 7. The preparatlOn and dell very of an Officml Statement, and Its use m connectlOn with the offenng and sale of the Bonds, IS hereby authonzed and approved The OffiCial Statement shall be m substantially the form of the Prellmmary Officml Statement with such changes, msertlOns and omissions as may be approved by an Authonzed Officer, such approval to be conclUSively eVIdenced by the executlOn and dellvery thereof The Authonzed Officers are each hereby authonzed and dIrected, for and m the name of and on behalf of the Agency, to execute the final OffiCial Statement and any amendment or supplement thereto for and m the name and on behalf of the Agency Section 8. The fonn of Contmumg Disclosure Cert1ficate, on file \"lth the Secretary of the Agency, IS hereby approved, and the Authonzed Officers are each hereby authonzed and directed, for and m the name and on behalf of the Agency, to execute and dehver the Contmumg Disclosure Certificate III substantially sllld fonn, with such changes, msertlOns and omlSSlOns therem as the Authonzed Officer executmg the same may reqmre or approve. such approval to be conclUSively eVidenced to the execuhon and dehvery thereof Section 9. The officers and agents of the Agency are hereby authonzed and dIrected, Jomtly and severally, to do any and all thmgs which they may deem necessary or adVIsable m order to consummate the transactIons herem authonzed and otheIVilse to carry out, gIVe effect to and comply WIth the terms and mtent of thIS Reso1utlOn, mcludmg. WIthout hmltatlOn, negotiatmg the terms of the bond msurance poltcy referred to herem Section 10. All actIOns heretofore taken by the officers and agents of the Agency \Vlth 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 m full force and effect APPROVED AS TO FORM hrlLlA DJ:t.A~~A~ Marsha-Jonesf\,lou~. Agency Counsel Adopted and approved thIS 26th day of October 1999 Wr\l\~ -\ Charrperson DOCSL'\l 3221782 402334 GHI ]0'18'99 -4- Adopted and approved this 26th day of October. 1999 </J:{111M- - - I ' Pam O'Connor. Chalf I hereby certIfy that the foregomg ResolutlOn)\o 463 (RAS) \vas duly adopted at a meetmg of the Redevelopment Agency held on the 26th day ofOctoberJ999 by the followmg vote Ayes Agency Member Bloom. Femstem, GenseL Holbrook. ;V1cKem\n. O'Connor :-';oes Agency "ylember None Abstam Agency Member Rosenstem Absent Agency \.lember Xone ATTEST ~~sw~