R-506506
RESOLUTION NO. (RAS)
Redevelopment Series
A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT
AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING A LINE OF
CREDIT IN AN AMOUNT UP TO $50,000,000 WITH AN OPTION TO
INCREASE UP TO $75,000,000 AND AUTHORIZING .THE EXECUTIVE
DIRECTOR TO CARRY OUT SUCH AGREEMENT; AND MAKING CERTAIN
OTHER FINDINGS IN CONNECTION THEREWITH
WHEREAS, the Redevelopment Agency of the City of Santa Monica ("Agency") is a
community redevelopment agency 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 (commencing with Section 33000) of the Health and Safety Code of the State of
California) ("Redevelopment Law"), and the powers of the Agency include the power to borrow
money from any private lending institution (other than through the issuance of bonds) for any
Redevelopment Project purposes, and to secure such borrowing with a pledge of tax increment
revenues, pursuant to Sections 33601, 33671. and 33671.5 of the Redevelopment Law ("Authorizing
Law"); and
WHEREAS, the Agency has previously adopted its Earthquake Recovery Redevelopment
Project (the "Redevelopment Project"), and pursuant to the Redevelopment Law the Agency deposits
a portion of the tax increment revenues allocated to it for the Redevelopment Project into the
Agency's Low and Moderate Income Housing Fund ("Housing Tax Revenues"), to be expended for
eligible affordable housing redevelopment activities; and
WHEREAS, the Agency desires to establish a line of credit and to borrow monies from
Bank of America, N.A. (the "Bank")pursuant to the Authorizing Law in an initial principal amount
of up to fifty million dollars ($50,000,000) subject to increase in accordance with its terms to an
aggregate amount of $75,000,000, pursuant to a line of credit agreement between the Agency and the
Bank, to provide funds to assist in the financing of eligible redevelopment activities lawfully payable
from the Agency's Low and Moderate Income Housing Fund ("Affordable Housing Activities"); and
WHEREAS, the line of credit will establish the basic terms and conditions under which the
Bank will make loans to the Agency from time to time, which loans will be secured by a pledge of
Housing Tax Revenues subject to pre-existing and other claims, pledges, and obligations on such
Housing Tax Revenues as described in the line of credit agreement, and will be payable from the
proceeds of certain funded Affordable Housing Activities and/or Housing Tax Revenues and other
available moneys, all to the extent set forth in the line of credit agreement; and
WHEREAS, the Agency hereby fmds and determines that the interest on advances under the
line of credit agreement shall be subject to federal income taxation; and
WHEREAS, the line of credit is in the best interest of the Agency and the City of Santa
Monica, and the health, safety and welfare of its residents,. and is of benefit to the Agency and its
Redevelopment Project and is consistent with- the Agency's hnplementation Plan for the
Redevelopment Project adopted and in place pursuant to Section 33490 of the Redevelopment Law,
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DOCSOG7275055v4/200120-0001
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA:
Section 1. The Agency hereby finds and determines that the recitals hereof are true and
correct. The Agency hereby authorizes and directs the Executive Director and his .authorized
designees (together, "Designees"), to enter into a line of credit agreement between Agency, as
borrower, and the Bank, as lender. Said line of credit agreement shall contain such material terms as
are consistent with the staff report presented with this Resolution and which in the judgment of the
Executive Director are reasonably necessary and appropriate to obtain the line of credit provided that
(a) the initial principal amount available for drawing does not exceed $50,000,000, subject to
increase in accordance with its- terms to an amount which does not exceed $75,000,000, (b) the
interest rate for said borrowing shall be variable and determined by reference to certain available
financial indexes (plus a spread to that index), (c) the Bank's annual commitment fees shall not
exceed three tenths of one percent of the line of credit (exclusive of any up front commitment fee),
and (d) the line of credit agreement shall have an initial term of up to approximately five years with
options to create term loans with a longer maturity.
Section 2. The Agency Executive Director is hereby authorized to execute and attest-the
line of credit agreement, including any related attachments, on behalf of the Agency,. his/her
execution and attestation thereof to constitute conclusive evidence of the Agency's approval of the
terms thereof in accordance with this Resolution, Copies of the line of credit agreement, when duly
executed and attested, shall be placed on file in the office of the City Clerk. Further, the Executive
Director (or his/her duly authorized representative) is authorized to implement the line of credit and
take all further actions and execute all documents and/or certifications referenced therein and/or
necessary and appropriate to carry out the transactions represented by the line of credit, as provided
for therein. The Executive Director (or his/her duly authorized representative) is hereby authorized;
to the extent necessary during the implementation of the. line of credit agreement, to make technical
or minor changes and interpretations thereto after execution, as necessary, to properly implement and
carry out the line of credit agreement, provided any and all such changes shall not materially affect
the rights and obligations of Agency or the maximum funding provided under the line of credit
agreement.
Section 3. In addition to the authorization of Sections 1 and 2 above, the Executive
Director (or his/her duly authorized representative) is hereby authorized, on behalf of the Agency, to
sign all other documents necessary or appropriate to carry out and implement the line of credit
agreement and any implementing agreements or documents, and to administer the Agency's
obligations; responsibilities and duties to be performed under the line of credit agreement. Stradling
Yocca Carlson & Rauth is confirmed to act as Special Counsel to the Agency in connection with the
line of credit agreement on the terms set forth in the letter proposal on file with the Executive
Director.
Section 4. The Agency Secretary shall certify to the adoption of this Resolution and
thenceforth and thereafter the same shall be in full force and effect.
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DOCSOG 1275055v4/200120-0001
This Resolution shall take effect upon adoption:
APPROVED this day of_, 2008:
By:
APPROVED AS TO FORM:
Agency Counsel
;1 ~ G "`°`
a sha Jones ~ outrie
MONICA
AGENCY OF THE CITY
Herb Katz,
Chairman
DOCSOC/ 1275055v4/200120-0001
Adopted and approved this the 22nd day of April, 2008.
Chair
I, hereby certify that the foregoing Resolution No. 506 (RAS) was duly adopted at
a special meeting of the Redevelopment Agency held on the 22nd day of April, 2008,
by the following vote:
Ayes: Agency members: Censer, McKeown, O'Connor, Shriver
Chair Pro Tem Bloom, Chair Katz,
Noes: Agency members: None
Abstain: Agency members: None
Absent: Agency members: Holbrook
ATTEST:
~ r~
eth Six chez, Acting A ncy Secretary