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M-10/13/1992 (2) . . . RESOLUTION NO. 435(RAS) RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA PROVIDING FOR THE ISSUANCE OF ITS LEASE REVENUE BONDS, SERIES 1992 (DOWNTOWN REDEVELOPMENT REFUNDING PROJECT OF 1992), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,000,000, THE EXECUTION AND DELIVERY OF AN AMENDED LEASE AGREEMENT, A TRUST AGREEMENT, A PURCHASE CONTRACT AND AN ESCROW AGREEMENT, THE AUTHORIZATION TO PREPARE AN OFFICIAL STATEMENT, AND OTHER MATTERS RELATED THERETO WHEREAS, the Redevelopment Agency of the City of Santa Monica (the "Agency") and the City of Santa Monica (the "cityU) propose to enter into an Amended and Restated Lease Agreement (as hereinafter defined) pursuant to which the Agency agrees to continue to lease certain real property and certain improvements located thereon (the "Property") to the City in consideration for which the City will continue to make payments of base rental (tlBase RentalU) for the use and possession of the Property; and WHEREAS, the City, the Agency and the Trustee will enter into a Trust Agreement (as hereinafter defined) pursuant to which the Agency proposes to assign and transfer to Bank of America National Trust and Savings Association, as trustee (the 1tTrustee") certain of its rights, title and interest in and to the Amended and Restated Lease Agreement, including its right to receive payments of Base Rental thereunder, and pursuant to which the Agency will issue its Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992) (the "BondsU); and WHEREAS, the Agency and the City desire to solicit proposals from the underwriters listed on Attachment A hereto (the "UnderwritersU) to purchase the Bonds from the Agency pursuant to a Purchase Contract (as defined herein); NOW, THEREFORE, BE IT RESOLVBD by the members of the Redevelopment Agency of the city of Santa Monica, as follows: SECTION 1. The form of Amended and Restated Lease Agreement and Option to Purchase (the "Amended Lease Agreement"), on file with the City Clerk, is hereby approved. The officers of the Agency are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the Agency to execute and deliver the Amended Lease Agreement in substantially the form on file with the city Clerk and presented LAl-227574 Vl/750,550-013 09/28/92 . . . to and considered at this meeting, with such changes therein as the officer executing the same on behalf of the Agency may approve, in his or her discretion, as being in the best interests of the Agency, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 2. The form of Trust Agreement (the "Trust Agreement"), on file with the city Clerk, is hereby approved. The officers of the Agency are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver the Trust Agreement in substantially the form on file with the city Clerk, and presented to and considered at this meeting with such changes therein as the officer executing the same on behalf of the Agency may approve, in his or her discretion, as being in the best interests of the Agency, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 3. The issuance of the Bonds in the aggregate principal amount of not to exceed $12,000,000 on the terms and conditions set forth in, and subject to the limitations specified in the Trust Agreement, is hereby approved. The Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will have such sinking fund installments, will be subject to redemption, and will be as otherwise provided in the Trust Agreement, as the same will be completed as provided in this Resolution. The execution of the Bonds in the name of and on behalf of the Agency and under its seal, with the signature of the Chairperson or, in his or her absence, the Chair Pro Tempore of the Agency and the counter- signature of the Secretary of the Agency, with such signatures being manually affixed, printed, lithographed, or facsimile engraved, is hereby approved. SECTION 4. The form of Purchase Contract (the "Purchase Contract"), by and among the underwriter to be selected pursuant to this section 4 (the "Underwritertl), the City and the Agency and on file with the City Clerk, is hereby approved. The officers of the Agency are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on the behalf of the Agency, to (i) select the Underwriter, based on proposals submitted by the Underwriters, that will be the Underwriter for the Bonds, and (ii) execute and deliver the Purchase Contract, substantially in the form on file with the City Clerk, and presented to and considered at this meeting, with such changes therein (including but not limited to the inclusion of the name of the Underwriter selected pursuant to the above clause) as the officer executing the same on behalf of the Agency may approve, in his or her sole discretion, as being in the best interests of the Agency, such approval to be conclusively evidenced by such officer's execution and delivery thereof. In connection with the execution and delivery of said Purchase Contract, the officer executing the same is further authorized LAl-227574 Vl/750,550-013 2 09/28/92 . . . and directed to negotiate the price and the interest rates for the Bonds to be sold pursuant to such Purchase Contract up to a maximum principal amount of $12,000,000, such that the true interest component of payments to be made in connection with such Bonds shall not exceed 8% per annum and such that the maximum aggregate discount from the principal amount of the Bonds shall not exceed 2% of the aggregate principal amount thereof. SECTION 5. The form of Escrow Agreement on file with the city Clerk is hereby approved. The officers of the Agency are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver the Escrow Agreement in substantially the form on file with the City Clerk, and presented to and considered at this meeting with such changes therein as the officer executing the same on behalf of the Agency may approve, in his or her discretion, as being in the best interests of the Agency, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 6. The form of Preliminary Official statement (the uPreliminary Official statement"), on file with the City Clerk, 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 with such additions, deletions, and changes as the officers of the Agency deem to be appropriate. The Preliminary Official statement shall be circulated for use in selling the Bonds at such time as an officer of the Agency shall determine that the Preliminary Official statement is substantially final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 as amended[, said determination to be conclusively evidenced by a certificate signed by such officer of the Agency]. SECTION 7. The preparation and delivery of a final Official Statement, and its use by the Underwriter, in connection with the offering and sale of the Bonds, is hereby authorized and approved. The officers of the Agency are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Agency to execute and deliver the final Official statement in substantially the form of the Preliminary Official statement on file with the City Clerk, and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf of the Agency may approve, in his or her discretion, as being in the best interests of the Agency, and any amendment or supplement thereto, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 8. The officers of the Agency are, and each acting alone is, hereby authorized and directed to take such actions and execute such documents as are, in the opinion of the city Attorney or O'Melveny & Myers, bond counsel, desirable to LAl-227S74 Vl/7S0,SSO-013 3 09/28/92 . . . refund the outstanding Redevelopment Agency of the City of Santa Monica Parking Lease Revenue Bonds (Downtown Redevelopment Project of 1978). SECTION 9. The officers of the Agency are, and each of them acting alone is, hereby authorized and directed to take such actions and to execute such documents as may be necessary to effectuate the purposes of this Resolution. For purposes of this resolution, the "officers of the Agency" shall include, but not be limited to, the Chairperson, the Chair Pro Tempore, the Executive Director, the Secretary, the Agency Attorney and each Assistant Secretary of the Agency. SECTION 10. All actions heretofore taken by any officer or officers of the Agency, as may be authorized by the Agency, with respect to the issuance of the Bonds or in connection with or related to any of the agreements referenced herein are hereby approved, confirmed and ratified. SECTION 11. 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: ~d)iJ~ (Jqsepfl -. Lawrence, ~ting Agency Attorney LAl-227574 Vl/750,550-013 4 09/28/92 . . . Attachment A Underwriters Bank of America N.T. & S.A. Bear, stearns & Co. Inc. Dillon, Read & Co. Inc. Goldman, Sachs & Co. Kemper Securities Group, Inc. Kidder, Peabody & Co., Inc. Lehman Brothers Merrill Lynch & Co. paineWebber Incorporated Prudential Securities Incorporated Stephens Inc. smith Barney, Harris Upham & Co., Inc. LAl-227574 Vl/750,550-013 6 09/28/92 . . . Adopted and approved this 13th day of October 1992. ~/l.qO Nt ~ L-'\ . - fair.... - " I hereby certify that the foregoing Resolution No. 435(RAS) was duly adopted by the Redevelopment Agency of the city of Santa Monica at a meeting thereof held on October 13 1992, by the following Agency vote: Ayes: Agency Members: Abdo, Genser, Holbrook, Katz, Olsen Noes: Agency Members: None Abstain: Agency Members: Vazquez Absent: Agency Members: Zane - ',- ATTEST: ~/pJf12/~ ~ Secr"etary ( -~ - 1 -