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M-4/11/1978 (3) . . . e ~ RESOLUTION NO. 346 This resolution rescinded in its entirety by R A. Res. No. 348, 4/11/78 (Redevelopment Agency) RESOLUTION OF THE REDEVELOPHENT AGENCY OF THE CITY OF SANTA MONICA, CALIFORNIA, DECLARING ITS INTENTION TO SELL A PROMISSORY NOTE OF SAID AGENCY IN THE AMOUNT OF $3,700,000 FOR THE CITY OF SANTA MONICA DOWNTOWN REDEVELOPMENT PROJECT, FIXING TIME AND PLACE FOR TAKING BIDS, AND DIRECTING PUBLICATION OF NOTICE INVITING BIDS WHEREAS, this Agency deems it proper and the necessity therefor appears that bids be Invited for the purchase of its $3,700,000 Promissory Note (the "Note"), and that if bids are satisfactory, the Note be sold in the manner and at the time and place hereinafter set forth. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. Sealed bids for the purchase of the Note shall be received by the Agency at the time and place hereinafter set forth in the Notice Inviting Bids. SECT! ON 2 The Secretary is hereby authorized and directed to publish said Notice Inviting Bids by one insertion in the Evening Outlook, a newspaper of general circulation in the City of Santa Monica, California, said publ ication to be at least five (5) days prior to the date of opening bids stated in said Notice. SECTION 3. The Secretary is further authorized and directed to cause to be furnished to prospective bidders copies of said Notice Inviting Bids relating to the Note, but the failure, in whole or in part, to comply with this section shall not in any manner affect the validity of the sale of the Note. SECTION 4. Said Notice shall be substantially as follows. (SEE ATTACHED) APPROVED and ADOPTED this 28th day of March, 1978. t~~~VJu1_i Donna O'Brien Swink:~ Chairman ATTEST: ~~ John Jalili, Secretary . . . . . Resolution No. 346 Redevelopment Agency I hereby certify that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Santa Monica, Cal ifornra, at a regular meeting thereof held on the 28th day of March, 1978. AYES: Bambrick, Cohen, Reed, Trives, van den Steenhoven, Swink NOES: None ABSENT: Scott JoL~JL John Jal i 11, Secretary APPROVED AS TO LEGAL ~=1~ \'jty Attorn~y" . / ~ -2- 3/28/78 e . NOTICE INVITL~G BIDS ON A $3,700~OOO PROMISSORY NOTE OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MO~ICA NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of one $3,700,000 par value promIssory note (the "Note") of the Redevelopment Agency of the CIty of Santa MOllIca will be receIved by saId Agency at the place and up to the tIme below specified . TIME 11 00 o'clock A M Thursday. Apr i 1 6. 1978 PLACE Council Chambers City Hall 1685 Mam Street Santa MODIca, Cahfornla 90401 MAILED --BIDS SIC Mr John Jahh, DIrector of EnvIronmental ServIces at the above address OPENING OF BIDS The bIds WIll be opened at the tIme and place shown above and will be presented to the Agency at Its meetlOg to be held on the same date at the same place ISSUE S3.700.000 PromIssory Note, to be dated May 1, 1978 :MATURITY The Note shall mature on May 1, 2004 . PURPOSE OF ISSUE The !'\ote is to be issued by the Agency under and pursuant to the Com- mumt)' Redevelopment Law of the State of CaMorma (Part 1 of DIVISIOn 24 of the Health and Safety Code) to aId m the acqmsltIOn and clearance of properties to be used for publIc parkmg purposes and ,eased to the Cay of Santa Momca pursuant to a lease (the "Lease"). for the relocatIOn of persons and businesses from the acqUlred propertIes, and the repayment of mdebtedness lDcurred by the Agency 1ll Implementmg these actIVItIes INTEREST RA. TE, PAYMENT The Note shall bear mterest at a rate to be fixed upon the sale thereof, but not to exceed 6% per annum. payable semIannually from Its date. May 1. 1978 PA YMENT SaId Note and the mterest thereon wIll be payable III lawful money of the Umted States of Amenca at the office of the Treasurer of the Agency PnnClpal WIll be payable In accordance WIth the amortizatIon schedule set forth m the ResolutIOn of Issuance adopted by the Agency on March 28, 1978 (the "ResolutIOn") whIch ResolutIOn IS attached to the Lease as E"hlbit B REDEMPTION The Note shall be subJect to call or redemptlon pnor to matunty at any tIme, upon payment of the pnnclpal amount thereof plus accrued mterest to the date of redemptIOn, all as proVIded m the ResolutIon . SECURITY The Note IS a specIal oblIgatlon of the Agency payable from any funds of the Agency lawfully avaIlable therefor. mcIudmg an assignment of the Agency's mterest m the Lease 1 ...... 3/28/78 e e TERMS OF SALE Award The Note shall be sold for cash only Each bid shall state the purchase pnce, which shall not be less than par, and the Interest rate not to exceed that specified hereIn, at which the bidder offers to buy the Note Each bIdder shall state In his bId the total net lllterest cost III dollars and the average net mterest rate determmed thereby, whICh shall be consIdered mformatI\'e only and not a part of the bId . HIghest BIdder The Note will be awarded to the hIghest responsible bidder or bIdders consldenng the mterest rate specIfied and the premIUm offered, If any The highest bld will be determined by deducting the amount of the premmm bid (If any) from the total amount of mterest which the Agency would be reqUIred to pay from the date of the Note to the matuTlty date thereof at the rate specified III the bId, and the award Will be made on the baSIS of the lowest net mterest cost to the Agency RIght oj ReJectIOn The Agency reserves the TIght, m Its dIscretIon, to reject any and all bids and to the extent not prohIbIted by law to Walve any uregulanty or mformahty III any bid Prompt A ward The Agency wtIl take actlOn awardmg the Note or rejectmg all bIds not later than 26 hours after the tIme herem prescnbed for the receipt of proposals; provided that the award may be made after the explratJOn of the specIfied time If the bIdder shall not have gIven to the' Agency notIce in wrItmg of the wlthdrawal of such proposal Place oj Delzver)' and Funds for Payment Delivery of saId Note \vIll be made to the successful bidder at the offices of the Treasurer of the Agency m Santa Momca, Cahfornla, or at such other place as may be agreed upon by the successful bidder and the Treasurer of the Agency Payment for the Note shaH be made m Federal Reserve Bank funds or other ImmedIately available funds . Prompt Dehvery, CancellatIOn jor Late Dellvery It IS expected that said ~ote wtII be delivered to the successful bidder on or about May 1, 1978 The successful bidder shall have the nght, at Its optIOn, to cancel the contract of purchase If the Agency shall fall to execute the Note, satlsfy the terms .of sale as contaIned herem. and tender It for dehvery WIthin 60 days from the date herem fixed for the receIpt of bids, and m such event the successful bIdder shaH be entItled to the return of the check accompanymg hiS bId Form of BId Each bid. together With the bid check, must be In a sealed envelope, addressed to the Agency, WIth the envelope and bid clearly marked "Proposal for Dmmtown Project Note" Bul Check A certIfied or cashler's check on a responsible bank or trust company In the amount of $50,000 payable to the order of the Agency, must accompany each proposal as a guaranty that the bidder, if successful. will accept and pay for saId Note III accordance \\l!h the terms of hiS bid The check accompanymg any accepted proposal shall be apphed on the purchase pnce or, If such proposal IS accepted but not performed, unless such failure of performance shall be caused by any act or omISSIOn of the Agency. shall then be cashed and the proceeds retained by the Agency The check accompanymg each unaccepted proposal wIll be returned promptly Clumge In Tax Exempt Status At any tIme before the Note IS tendered for dehvery, the successful bidder may dlsaffirm and wlthdraw the proposal 1f the Illterest received by prIvate holders from notes of the same type and character shall be declared to be taxable or be reqUIred to be taken mio account In computmg any federal mcome taxes, by the terms of any federal IllCOme tax law enacted subsequent to the date of tills nobce. 2 -~ ~ '" 3/28/78 e e . Clonng Papers, Legal OpinIOn Each proposal ,\'111 be understood to be conditioned upon the Agency fumlshmg to the purchaser, \Vlthout charge, concurrently with payment for and dehvery of the Note, the following closlllg papers, each dated the date of dehvery (a) Legal opmions- 0) The opimon of O'Melveny & Myers, Los Angeles, Cahfornla, Bond Counsel, approv- mg the vahdlty of the Note, the Lease and the assignment thereof and stating that mterest on the Note is exempt from mCOme taxes of the Umted States of Amenca under present federal mcome tax laws. and that such mterest IS also e1(empt from personal mcome taxes of the State of Callforma under present state mcome tax laws (ll) The opmJOn of the Oty Attorney of the City of Santa MOnIca approvmg the validity of the Lease (b) A certIficate of the Agency certlfymg that on the baSIS of the facts, estimates and circum- stances In e"istence on the date of issue. Jt is not expected that the proceeds of the Note will be used III a manner that would cause the Note to be an arbItrage bond (c) A certIficate of the Agency sIgned by officers and representahves of the Agency certlfymg to the following (1) that said officers and representatives have signed the Note, whether by faCSlltllle or manual SIgnature. and that they were respectLvely duly authonzed to execute the same, and (2) that there IS no htigatIOn threatened or pendmg affectmg the vahdtty of the Note (d) A polley of Title Insurance (or a bmder repres.entmg eVIdence thereof) insuring the valIdlty of the Lease and the pnorlty of the asslgnment (e) A certIficate of both the Agency and the City that the Lease and the aSSIgnment of the Lessor's mterest therem IS m full force and effect, has not been modified or amended lD any way, constltutes the entire agreement between the parties thereto With respect to the subject matter thereof and there are no facts then In eXistence whIch, WJth the glVmg of notIce or the passage of tIme, would form the baSIS of any default under the Lease I~FORMA TION AVAILABLE Requests for mformatlOn concemmg the Agency should be addressed to Mr John Jahli, 1685 Main Street, Santa Monica, Cahforrua 90401 . GIVEN by order of the Santa l'v1':omca Redevelopment Agency of the Clt)' of Santa MODIca, adopted March 28, 1978 Secretary of the Redevelopment Agency of the Oty of Santa Monica, California :J .........