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SR-CC/RA/PA-2 -- ec,/~AIPfJ.- L .. - , - OCT 1 3 1992 ACA:JL:LAM:mox9260jhpw city council Meeting 10-13-92 Santa Monica, California STAFF REPORT TO: Mayor and city council FROM: city Attorney and Finance Departments SUBJECT: Recommendation to Adopt Resolutions Authorizing Issuance of Refunding Bonds, and Approval of Documents, Actions and Other Matters Related Thereto --- INTRODUCTION This staff report requests that the city Council, the Redevelopment Agency and the Parking Authority adopt the respective attached resolutions which pertain to three separate municipal bond financings: The refunding of the following bonds would take advantage of the drop in interest rates ln the current bond market and result in a net reductlon of long-term debt service payments for these bonds. (1) The Redevelopment Agency Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992). Such Bonds would refund the Agency's 1978 Parking Lease Revenue Bonds. The City leases parking structures at Santa Monica Place from the Agency and the annual lease payment is used by the Agency to pay annual debt service on such Bonds. e,cJ~A (PA--~ - 1 - ocr 1 J lyg~_ - ~ ~,,', ~~~\,:) !) , C-{\t)I A~\ j!J ----- / (2 ) The Parking Authority Lease Revenue Bonds, Series 1992 (City of Santa Monica Refunding Project of 1992). Such bonds would refund the Authority's 1986 certificates of Participation (ltCOPslt) relating to the Third street Mall Improvements. The city leases the Authority's parking structures and the annual lease payment is used to finance the annual debt service on the COPs. (3) The Redevelopment Agency Ocean Park Redevelopment projects Tax Allocation Refunding Bonds, series 1992. These Bonds would be a second refunding of the 1984 Ocean Park Redevelopment Agency Tax Allocation Bonds, which were first refunded in 1988. In 1988 certain Promissory Notes between the Agency and the City were refinanced and paid to the General Fund. These refinancing bonds will also be refunded to reduce the interest rate on such debt. Finally, to the extent of available tax increment, additional Promissory Notes would be refinanced and paid to the General Fund as a part of these Refunding Bonds. DISCUSSION The attached resolutions authorize the City, the Redevelopment Agency and the Parking Authority to proceed with all steps necessary for issuance of each of the series of Refunding Bonds described above. The resolutions pertaining to the Redevelopment Agency's refunding of the 1978 Parking Lease Revenue Bonds (Downtown Redevelopment Refunding Project of 1992) authorize the issuance of a maximum of $12 Million aggregate principal amount of Bonds, and would also authorize all steps - 2 - -- - - - necessary to complete the financing, including approval, execution and delivery of all necessary documents (such as an amended Lease Agreement, a Trust Agreement, a Purchase Contract, an Escrow Agreement and authorization to prepare an Official Statement in connection with such financing). The resolutions pertaining to the Parking Authority Lease Revenue Bonds would authorize the issuance of a maximum of $16 Million aggregate principal amount in Bonds, and would also authorize all other steps necessary to complete this financing, including, but not limited to approval, execution and delivery of all necessary documents (such as a Lease Agreement, Trust Agreement, Purchase Contract, Escrow Agreement and preparation of an Official statement in connectlon with such financing). The resolutions pertaining to the Redevelopment Agency Ocean Park Redevelopment Projects Tax Allocation Refunding Bonds would authorize the issuance of an maximum of $16 Million aggregate principal amount in Bonds, and would also authorize all other steps necessary to complete such financing, including but not limlted to approval, execution and delivery of all necessary documents (such as an Indenture of Trust, a Purchase Contract, an Escrow Agreement and the preparation of an Offlcial statement in connection with such financing) . Attached to this staff report are copies of the following documents necessary for issuance of each series of Refunding Bonds: - 3 - 1- Redevelopment Agency Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992) (a) Amended and Restated Lease and Option to Purchase (b) Trust Agreement (c) Escrow Agreement (d) Purchase Contract (e) Prelimlnary Official statement for use in connection with the offering and sale of the Bonds. 2. Parking Authority Lease Revenue Bonds, Series 1992 (Third street Mall COPs - city of Santa Monica Refunding Project of 1992) (a) Lease and Optlon to Purchase (b) Trust Agreement ( c) Escrow Agreement (d) Purchase Contract (e) Preliminary Official statement for use in connection with the offering and sale of the Bonds. 3. Redevelopment Agency Ocean Park Redevelopment Projects Tax Allocation Refunding Bonds, series 1992 ( a) Indenture of Trust (b) Escrow Agreement ( c) Purchase Contract (d) Preliminary officlal statement for use in connection with the offering and sale of the Bonds. The attached resolutions approve all of the above-described documents substantially in the form presented at this meeting and - 4 - ---- authorize the execution and delivery of these documents by specified City, Redevelopment Agency and parking Authority officials and employees. The preparatlon, execution and delivery of final Official statements and execution, and delivery of any additional documents as may be necessary or desirable to effect the offering, sale and issuance of each series of Refunding Bonds is also authorized and approved by the attached resolutions. BUDGET AND FINANCIAL IMPACT Issuance of the Refunding Bonds will have the following beneficial financial impact. (a) The Redevelopment Agency Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992). Current value of all future reduced annual General Fund lease (debt service) payments is approximately $.9 Million. In addition, the General Fund will realize FY 1992/93 savings of approximately $.8 Million due to the restructuring of the timing of the required annual debt service payments. (b) The Parking Authority Lease Revenue Bonds, Series 1992 (Third street Mall COPs - city of Santa Monica Refunding Project of 1992). Current value of all future reduced annual General Fund lease (debt service) payments is approximately $.5 Million. ( c) The Redevelopment Agency Ocean Park Redevelopment projects Tax Allocation Refunding Bonds, Series 1992. This is the second refunding of the 1984 Ocean Park Redevelopment Agency - 5 - ------ -- Tax Allocation Bonds. Concurrently, with the refunding of these bonds, up to approximately $2.9 Million of additional Agency Promissory Notes will be refinanced and paid off to the General Fund. RECOMMENDATION It is respectfully recommended that the city Council, the Redevelopment Agency and the Parklng Authority adopt the respective attached resolutions, authorizing all documents, actions and other matters necessary to the offerlng, sale and issuance of: L Redevelopment Agency of the city of Santa Monica, Lease Revenue Bonds, Series 1992 (Downtown Redevelopment Refunding Project of 1992). 2. Parking Authority of the City of Santa Monlca Lease Revenues Bonds, Serles 1992 (City of Santa Monica Refunding Project of 1992) (Third Street Mall COPs). 3. Redevelopment Agency of the city of Santa Monica Ocean Park Redevelopment ProJects Tax Allocation Refunding Bonds, Series 1992. PREPARED BY: Joseph Lawrence, Acting city Attorney Linda A. Moxont Deputy city Attorney Mike Dennis, Finance Department - 6 - . RESOLUTION NO. 219(PAS) -~~ ---- - RESOLUTION OF THE MEMBERS OF THE PARKING AUTHORITY OF THE CITY OF SANTA MONICA PROVIDING FOR THE ISSUANCE OF ITS T~ASE - (CITY OF SANTA REVENUE BONDS, SERIES 1992 MONICA REFUNDING PROJECT OF 1992), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED - $16,000,000, THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT, A TRUST AGREEMENT AND A PURCHASE CONTRACT, THE AUTHORIZATION TO PREPARE AN OFFICIAL STATEMENT, AND OTHER MATTERS RELATED THERETO wKBREAS, the Parking Authority of the city of Santa Monica (the "Authori ty" ) and the City of Santa Monica (the "City") propose to enter into a Lease Agreement (as hereinafter defined) pursuant to which the Authority agrees to lease certain real property and certain improvements located thereon (the n Property " ) to the city in consideration for which the city will make payments of base rental ("Base Rental") for the use and possession of the Property~ and waBREAS, the City, the Authority and the Trustee will enter into a Trust Agreement (as hereinafter defined) pursuant to which the Authority proposes to assign and transfer to Bank of America National Trust and Savings Association, as trustee (the "Trustee" ) certain of its rights, title and interest in and to the Lease Agreement, including its right to receive payments of Base Rental thereunder, and pursuant to which the Authority will issue its Lease Revenue Bonds, Series 1992 (City of Santa Monica Refunding Project of 1992) (the "Bonds"); and ~hBREAS, the Authority and the City desire to solicit proposals from the underwriters listed on Attachment A hereto (the "Underwriters") to purchase the Bonds from the Authority pursuant to a Purchase Contract (as defined herein) ; NOW, '.1'l1.tiREFORE, BE IT RESOLVED by the members of the Parking Authority of the city of Santa Monica, as follows: SECTION 1. The form of Lease Agreement and Option to Purchase (the "Lease Agreement"), on file with the city Clerk, is hereby approved. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the Authority to execute and deliver the Lease Agreement in substantially the form attached hereto as Exhibit A and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf LAl-2203S3 V3/7S0,550-013 09/28/92 of the Authority may approve, in his or her discretion, as being ~~ in the best interests of the Author~, 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 Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Authority, 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 Authority may approve, in his or her discretion, as being in the best interests of the Authority, 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 $16,000,000 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 Authority and under its seal, with the signature of the Chairperson or, in his or her absence, the Chair Pro Tempore of the Authority and the countersignature of the Secretary of the Authority, with such signature being manually affixed, printed, lithographed, or facsimile engraved, and such countersignature being manually affixed, is hereby approved. SECTION 4. The form of Purchase contract (the "Purchase ContractU), by and among the underwriter to be selected pursuant to this Section 4 (the "Underwriter"), the city and the Authority and on file with the City Clerk, is hereby approved. The officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on the behalf of the Authority, 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 Authority may approve, in his or her sole discretion, as being in the best interests of the Authority, 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 LAl-220353 V3/750,550-013 2 09/28/92 . authorized 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 o~6;OOO,OOO, 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. SBCTION 5. The form of Preliminary Official statement (the "Preliminary 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 Authority 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 Authority 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 Authority. SBCTION 6. 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 Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the Authority 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 Authority may approve, in his or her discretion, as being in the best interests of the Authority, and any amendment or supplement thereto, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. The officers of the Authority 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 defease the outstanding City of Santa Monica Certificates of Participation (City of Santa Monica Refunding Project of 1986) originally dated as of August 1, 1986. SECTION' 8. The officers of the Authority 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 Authority" shall include, but not be limited to, the Chairperson, the Chair Pro Tempore, the Executive Secretary, the Authority Attorney and the City Clerk. LAl-220353.V3/750,550-013 3 09/28/92 " SBCTION 9. All actions heretofore taken by any officer ~-- or officers of the Authority, as may be authorized by the Authority, 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. SBCTION 10. 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: , ',-Joseph Lawrence, , Acting Authority Attorney LAl-220353 V3/750,550-013 4 09/28/92 . Attachment A -=-.....:;- Underwri~ - 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-220353 V3/750,550-013 6 09/28/92 , . Adopted and approved this 13th day of October, 1992. ~-- ---- - -- - . I hereby certify that the foregoing Resolution No. 219(PAS) was duly adopted by the Parking Authority of the Ci ty of Santa Monica at a meeting thereof held on October 13, 1992, by the following Authority vote: Ayes: Authority Members: Abdo , Genser, Holbrook, Katz, Olsen Noes: Authority Members: None Abstain: Authority Members: Vazquez Absent: Authority Members: Zane ATTEST: ~011r!'&7~ ----- ~ Clerl( ------- . RESOLUTION NO. 435 (RAS) ~~ ---- -- RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA PROVIDING FOR THE - ISSUANCE OF ITS T,EASE 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 T,F.A.SE 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 "Agencyll) and the City of Santa Monica (the "City") 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 II Property" ) to the city in consideration for which the City will continue to make payments of base rental ("Base Rental") 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 II Trustee II ) 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 IIBonds"); and w~REA8, the Agency and the City desire to solicit proposals from the underwriters listed on Attachment A hereto (the IIUnderwritersll) to purchase the Bonds from the Agency pursuant to a Purchase Contract (as defined herein); NOW, THEREFORE, BE :IT RESOLVED by the members of the Redevelopment Agency of the City of Santa Monica, as follows: SECT:ION 1. The form of Amended and Restated Lease Agreement and Option to Purchase (the IIAmended 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 .s-: --- the officer executing the same on behalf of the Agency may approve, in his or her discretion, ~being in the best interests of the Agency, such approval to be conclusively evidenced by such officer's execution and delivery thereof. - SECTIOH 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 Agreelllent 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. SBCTION 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. SBCTION 4. The form of Purchase Contract (the "Purchase contract"), by and among the underwriter to be selected pursuant to this section 4 (the "Underwri terll) , 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 ..;:r __ the Bonds to be sold pursuant to such Purchase Contract up to a maximum principal amount of $12,000~O;- 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. SBCTION 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 npreliminary 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-227574 Vl/750,550-013 3 09/28/92 refund the outstanding Redevelopment Agency of the city of Santa ..::r__ 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 Agencyll shall include, but not be limited to, the Chairperson, the Chair Pro Tempore, the 4 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. SBCTION 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: c$.J)~~~ J eph - Lawrence, A ting Agency Attorney LAl-227574 Vl/750.550-013 4 09/28/92 Attachment A ~-- Underwrit~s - - 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,S50-013 6 09/28/92 ~.....- ~ - - . Adopted and approved this 13th day of October 1992. 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: ~/pJfjJ/~ ~ Secr<etary ( - 1 - RESOLUTION NO. 436 (RAS) ~-- RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA APPROVING THE ISSUANCE OF NOT TO EXCEED $16,000,000 PRINCIPAL AMOUNT OF REDEVELOPMENT AGENCY OF THE CITY OF SANTA _ MONICA, OCEAN PARK REDEVELOPMENT PROJECTS TAX ALLOCATION REFUNDING BONDS, SERIES 1992, APPROVING THE FORMS OF AND THE AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF . TRUST, A PURCHASE CONTRACT AND AN ESCROW AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT, AND OTHER MATTERS RELATED THERETO WHEREAS, the Redevelopment Agency of the city of Santa Monica (the "Agency"), on February 23, 1988, duly adopted its Resolution No. 419 (RAS) (the "Prior Resolution") authorizing (i) the issuance of $6,400,000 Refunding Bonds of the Agency to provide money for the payment when due of $5,700,000 Bonds of the Agency issued pursuant to Agency Resolution No. 391(RAS) adopted on September 11, 1984 to finance portions of the cost of redevelopment projects known as Ocean Park Projects No. l(a) and No. l(b) (the "projects") and (ii) the issuance of $2,375,000 Bonds of the Agency to pay a portion of certain indebtedness of the Agency: and WHEREAS, pursuant to the Prior Resolution, and an Indenture of Trust, dated as of August 1, 1988 (the "Prior Indenture") between the Agency, the city of Santa Monica (the "city") and Bank of America National Trust and savings Association, as Trustee, $6,400,000 aggregate principal amount of the Agency's Ocean Park Redevelopment Project Tax Allocation Refunding Bonds, series 1988A were issued (the "1988A Bonds"), of which $6,115,000 are currently outstanding and $2,375,000 aggregate principal amount of the Agency's Ocean Park Redevelopment Project Tax Allocation Refinancing Bonds, Series 1988B were issued (the u1988B Bonds"), of which $2,270,000 are currently outstanding (together, the 1988A and the 1988B Bonds are the "Prior Bonds"); and WHEREAS, the Agency is indebted to the City of Santa Monica (the "City") for certain loans made by the City to the Agency, which indebtedness is evidenced by promissory notes (collectively, the "Additional NotesU) of the Agency in favor of the city; and WHEREAS, the Agency desires to issue its Ocean Park Redevelopment Project Tax Allocation Refunding Bonds, Series 1992 (the uRefunding Bonds") in the aggregate principal amount of not to exceed $16,000,000 for the purpose of providing moneys which LAl-22120~ V'/751,02S-016 09128/92 will be sufficient (i) to provide for the payment when due of ~-- principal of and interest on the Prior Bonds to and including July 1, 1998, (ii) to redeem the remiinrng outstanding Prior Bonds on July 1, 1998 at par plus a redemption premium of 2% of the principal amount of such outstanding Prior Bonds, (iii) to pay a portion of the Additional Notes on the date of issuance of the Refunding Bonds, and (iv) to pay costs incurred in connection - with the issuance, sale and delivery of the Refunding Bonds; and WHEREAS, the Agency is authorized to issue the . Refunding Bonds pursuant to the Community Redevelopment Law of the state of California (being Part I of Division 24 of the Health and safety Code of the state of california, as amended) (the "Law") and Article 11 of Chapter 3 of Division 2 of Title 5 of the California Government Code, as amended; and WHEREAS, the Refunding Bonds are to be issued under and pursuant to an Indenture of Trust between the Agency and Bank of America National Trust and Savings Association, as trustee, (such Indenture of Trust, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this ReSOlution, being referred to herein as the "Indenture"); and WHBREAS, the Agency desires to solicit proposals from the underwriters listed on Attachment A hereto (the "Underwriters") to purchase the Refunding Bonds from the Agency pursuant to a Purchase Contract (such Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract"); and WHEREAS, there have been prepared and submitted to this meeting forms of: ( 1) a draft of the Indenture; and (2) a draft of the Preliminary Official statement to be used in connection with the sale of the Refunding Bonds and (such Preliminary Official statement in the form presented to this meeting with such changes, insertions and omissions as are made pursuant to this ReSOlution, being referred to herein as the npreliminary Official statement"); and (3) a draft of the proposed Purchase Contract; and (4) a draft of the Escrow Agreement by and between the Agency and Bank of America National Trust and Savings Association, as escrow agent, providing for the application of a portion of the proceeds of the sale of the Refunding Bonds, together with other available funds, to the refunding of the LAl-22120~ V4/751.025-016 2 09/28/92 Prior Bonds (such Escrow Agreement in the form presented to this meeting with such changes, insertions and omissions as are made _r,....;... pursuant to this resolution, being reEerred to herein as the "Escrow Agreement"); and WHEREAS, the Agency now desires to authorize the - execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance and sale of the Refunding Bonds, the refunding of the Prior Bonds and the payment of a portion of the Additional Notes; . HOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the city of Santa Monica, as follows: Section 1. subject to the provisions of Section 2 hereof, the issuance of the Refunding Bonds in the aggregate principal amount of not to exceed $16,000,000 on the terms and conditions set forth in, and subject to the limitations specified in the Indenture, is hereby authorized and approved. The Refunding 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 Indenture, as the same will be completed as provided in this Resolution. Section 2. The form of Indenture 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 Indenture 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 conclusive- ly evidenced by such officer's execution and delivery thereof. section 3. The proceeds, including accrued interest, of the sale of the Refunding Bonds shall be applied simulta- neously with the delivery of the Refunding Bonds as required by the terms of the Indenture and the Escrow Agreement. section 4. The form of Purchase Contract on file with the city Clerk, by and among the underwriter to be selected pursuant to this Section 4 (the "Underwriter") and the Agency is hereby approved. The officers of the City 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 the proposals submitted by the Underwriters, that will be the Underwriter for the Refunding Bonds, and (ii) execute and deliver the Purchase Contract, substantially in the form on file with the city Clerk, and LAl-221204 V4/751,025-016 3 09/28/92 presented to and considered at this meeting with such changes r..- therein (including but not limited to the inclusion of the name of the Underwriter selected pursuan~o ~he 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 and directed to nego- tiate the price and the interest rates for the Refunding Bonds to . be sold pursuant to such Purchase Contract up to a maximum principal amount of $16,000,000, such that the true interest component of payments to be made in connection with such Refund- ing Bonds shall not exceed 8% of the aggregate principal amount thereof. Section 5. The form of Preliminary 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 Refunding 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 Refunding 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 6. The preparation and delivery of a final Official Statement, and its use by the Underwriter, in connection with the offering and sale of the Refunding 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 7. 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 LAl-221204 V4/751.025-016 4 09/28/92 ------- - - 2. The public health, safety, and general welfare require the .r__ adoptl.on of the proposed a~dl!!-ent in that the reduced parking permit will assist in the preservation of historic buildings by providing an incentive to maintain the building - in active use, while the limitation on the size of the addition constructed without the provision of additional . parking will mlnlmlze the project's impact on the surrounding neighborhood. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES ORDAIN AS FOLLOWS: SECTION 2. section 9.01.20.26.010, formerly Section 9133.1, of Subchapter 10M of the Santa Monica Municipal Code are amended to read as follows: SUBCHAPTER 10M REDUCED PARKING PERMITS. SECTION 9.04.20.26.010. purpose. A reduced parking permit is intended to permlt the reduction of required automobile parking spaces for senior housing, when shared parking, tandem parking, or in-lieu parking fees are proposed as part of any development, and under certain circumstances for landmarks and historic districts. SECTION 3. Section 9.04.20.26.030, formerly Section 9133.3, of the Santa Monica Municipal Code is amended to read as follows: SECTION 9.04.20.26.0304. Applicability. The Zoning Administrator may grant a reduced parking permit for the following: - 3 - -- ----- - - - ----- 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-221204 V4/7S1,025-016 7 09128/92 -- ------- ..:r __ ~ ~ - . Adopted and approved this 1 th day of October 1992. I hereby certify that the foregoing Resolution No. 436(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: / / ~-/?~/D7~-- - Secretary I - 1 - , RESOLUTION NO. 8484 (CCS) ..z:...... RESOLUTION OF THE CITY COUNCIL ~ TtiE CITY OF SANTA MONICA PROVIDING FOR THE EXECUTION AND DELIVERY OF AN AMENDED T.F.~SE AGREEMENT, A TRUST AGREEMENT, A PURCHASE CONTRACT AND THE PREPARATION OF AN OFFICIAL STATEMENT, - IN CONNECTION WITH THE ISSUANCE OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, LEASE REVENUE BONDS, SERIES 1992 (DOWNTOWN REDEVELOPMENT REFUNDING PROJECT OF 1992), AND OTHER MATTERS RELATED THERETO . wIIKREAS, the Redevelopment Agency of the City of Santa Monica (the "Agency") and the city of Santa Monica (the "City") previously entered into a Lease and option to Purchase dated as of December 1, 1978 (the "Existing Leasen), pursuant to which the Agency leased certain parking facilities (the uPropertyU) to the City with an option to purchase the Property~ and WHEREAB, the Agency and the city desire to amend and restate the Existing Lease and the Agency desires to continue to lease the Property to the City and the City desires to continue to lease the Property from the Agency, pursuant to an Amended Lease Agreement (as hereinafter defined) in consideration for which the city will continue to make payments of base rental (nBase RentalU) for the use and possession of the Property; and the Agency will assign and transfer to Bank of America National Trust and Savings Association, as trustee (the uTrustee") certain of its rights, title and interest in and to the Amended Lease Agreement including its right to receive payments of Base Rental thereunder, by entering into a Trust Agreement (as hereinafter defined); and wIIKREAS, the city, the Agency and the Trustee will enter into a Trust Agreement pursuant to which the Agency will issue the Redevelopment Agency of the City of Santa Monica, Lease Revenue Bonds, series 1992 (Downtown Redevelopment Refunding Project of 1992) (the "Bondslf) for the purpose of providing moneys which will be sufficient (i) to provide for the advance refunding of the Redevelopment Agency of the City of Santa Monica Parking Lease Revenue Bonds (Downtown Redevelopment project of 1978) (the "1978 Bonds") ~ and (ii) to pay costs incurred in connection with the issuance, sale and delivery of the Bonds~ and w~REAS, the City and the Agency desire to solicit proposals from the underwriters listed on Attachment A hereto (the "Underwriters") to purchase the Bonds from the Agency pursuant to a Purchase contract (as defined herein)~ and WBGREAS, the City is authorized to undertake all of the above pursuant to its Charter and other applicable law of the state of California; LAl-227568 V2/75D,550-013 09/28192 -- - ------ - - NOW THEREFORE, BE IT RESOLVED BY the City Council of .s--... the city of Santa Monica, as follows: ~ - SBCTION 1. The Form of Amended and Restated Lease and Option to Purchase (the "Amended Lease Agreement.') on file with the City Clerk, is hereby approved. The officers of the City - are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Amended Lease Agreement in substantially the form on file with the city Clerk, and presented to and 6 considered at this meeting, with such changes therein as the officer executing the same on behalf of the City may approve, in his or her discretion, as being in the best interests of the city, 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 City are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the city, 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 City may approve, in his or her discretion, as being in the best interests of the city, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 3. The form of Purchase Contract (the "Purchase Contract"), by and among the underwriter to be selected pursuant to this Section 4 (the "Underwriter"), the city and the Agency and on file with the City Clerk, is hereby approved. The officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on the behalf of the City, 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 City may approve, in his or her sole discretion, as being in the best interests of the city, 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 and directed 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% of the aggregate principal amount thereof. LAl-227568 V2/750,550-013 2 09/28/92 SBCTXON 4. The form of Preliminary official statement (the npreliminary Official statement"), on file with the City -=--- Clerk, is hereby approved and the u~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 city 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 city. SECTION 5. 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 City are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the city 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 City may approve, in his or her discretion, as being in the best interests of the city, and any amendment or supplement thereto, such approval to be conclusively evidenced by the execution and delivery thereof. SBCTXON 6. The officers of the City 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, special counsel, desirable to refund the outstanding 1978 Bonds. SBCTXON 7. All actions heretofore taken by any officer or officers of the City, with respect to the issuance and sale of the Bonds, or in connection with or related to any of the agreements referenced herein or the leasing of the Property, are hereby approved, confirmed and ratified. SECTXON 8. The officers of the city are, and each of them acting alone is, hereby authorized and directed to take such actions, and to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things as may be necessary or proper to effectuate the purposes of this Resolution. For purposes of this resolution, the "officers of the City" shall include, but not be limited to, the Mayor, the city Manager, the Director of Finance, the City Attorney and the city Clerk. LAl-227568 V2/750.550-013 3 09/28/92 SBCTION 10. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the -z"..-.... same shall be in full force and eff~. ~ APPROVED AS TO FORM: - ~f ~ (ZsePh Lawrence, . cting City Attorney LAl-227566 V2/750,550-013 4 09/28/92 Attachment A ~-- Underwrit-e:r5 - 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-227568 V2/750,550-013 6 09/28/92 - ------ -- -- - --- --- - --- -- . ....'"""- ~ - Adopted and approved this 13th day of October, 1992. - - I hereby certify that the foregoing Resolution No. 8484(CCS) was duly adopted by the City council of the city of Santa Monica at a meeting thereof held on October 13, 1992 by the following council vote: Ayes: councilmembers: Abdo, Genser, Holbrook, Katz, Olsen Noes: Councilmembers: None Abstain: councilmembers: Vazquez Absent: Councilmembers: Zane ATTEST: f41h/~~ -Clty Clerk . , RESOLUTION NO. 8485(CCS) .z- __ RESOLUTION OF THE CITY COUNCIL-tSF THE CITY OF SANTA MONICA PROVIDING FOR THE EXERCISE OF ITS OPTION TO PURCHASE CERTAIN PROPERTY, THE ASSIGNMENT OF THE TITLE THERETO, THE EXECUTION AND DELIVERY OF A LEASE - AGREEMENT, A TRUST AGREEMENT, A PURCHASE CONTRACT AND AN ESCROW AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT, IN CONNECTION WITH THE ISSUANCE OF THE PARKING AUTHORITY OF THE CITY OF SANTA MONICA, T~~SE . REVENUE BONDS, SERIES 1992 (CITY OF SANTA MONICA REFUNDING PROJECT OF 1992), AND OTHER MATTERS RELATED THERETO wuRBAS, the Parking Authority of the City of Santa Monica (the "Authority") and the City of Santa Monica (the "City") previously entered into a Lease and Option to Purchase dated as of August 1, 1986, (the "1986 Lease"), pursuant to which the Authority leased certain parking facilities (the nproperty") to the city with an option to purchase the Property; and WHEREAS, the City wishes to exercise its option to purchase the Property pursuant to the terms of the 1986 Lease and to assign its title to the Property acquired thereby to the Authority; and WHEREAS, the City is authorized to purchase the Property and to assign its title thereto to the Authority pursuant to Article 1 of Chapter 5 of Division 3 of Title 4 of the California Government Code, as amended (the "Law"); and wuBREAS, the Authority desires to lease the Property, pursuant to a new Lease Agreement (as hereinafter defined) in consideration for which the City will make payments of base rental ("Base Rental") for the use and possession of the Property; and the Authority will assign and transfer to Bank of America National Trust and Savings Association, as trustee (the "Trustee") certain of its rights, title and interest in and to the Lease Agreement including its right to receive payments of Base Rental thereunder, by entering into a Trust Agreement (as hereinafter defined); and WHEREAS, the city, the Authority and the Trustee will enter into a Trust Agreement pursuant to which the Authority will issue the Parking Authority of the City of Santa Monica, Lease Revenue Bonds, Series 1992 (City of Santa Monica Refunding Project of 1992) (the lIBonds") for the purpose of providing moneys which will be sufficient (i) to provide for the advance refunding of the City of Santa Monica Certificates of Participation (city of Santa Monica Refunding Project of 1986) (the "1986 Certificates"); (ii) to finance other capital projects LAl-220360 V3/750,550-013 09/28/92 of the city; and ( iii) to pay costs incurred in connection with the issuance, sale and delivery of the Bonds; and ...r ......_ ~ -- W~REAS, the city and the Authority desire to solicit proposals from the underwriters listed on Attachment A hereto (the nUnderwriters") to purchase the Bonds from the Authority - pursuant to a ?~rchase Contract (as defined herein); and w~REAS, the City is authorized to undertake all of the above pursuant to its Charter and other applicable law of the . State of California; BOW THEREFORE, BB IT RESOLVED BY the City Council of the City of Santa Monica, as follows: SBCT:IOB 1. The City hereby finds that it is for the common benefit to exercise its option to purchase the Property pursuant to the 1986 Lease, and to assign to the Authority the City's title received thereby, in accordance with the Law. The exercise by the City of its option to purchase the Property pursuant to the 1986 Lease, and the assignment to the Authority of the city's title received thereby, are hereby approved. SECTIOB 2. The Form of Lease and option to Purchase (the uLease Agreement") on file with the City Clerk, is hereby approved. The officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Lease 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 city may approve, in his or her discretion, as being in the best interests of the city, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 3. The form of Trust Agreement (the uTrust Agreement II) on file with the City Clerk, is hereby approved. The officers of the city are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the City, 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 City may approve, in his or her discretion, as being in the best interests of the City, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECT:IOB 4. The form of Purchase Contract (the "Purchase ContractU), by and among the underwriter to be selected pursuant to this Section 4 (the uUnderwriterll), the city and the Authority and on file with the city Clerk, is hereby approved. The officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on the LAl-220360 V3/750,550-013 2 09/Z8/92 behalf of the City, to (i) select the Underwriter, based on -=-- .......- proposals submitted by the Underwriters, that will be the Underwriter for the Bonds, and (ii)~ecute 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 City may approve, in his or her sole discretion, as being in the best interests of the city, 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 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 $16,000,000, such that the true interest component of payments to be made in connection with such Bonds shall not exceed 8% of the aggregate principal amount thereof. SEClJ!:ION 5. The form of the Escrow Agreement on file with the City Clerk, is hereby approved. The officers of the City are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the City, 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 city may approve, in his or her discretion, as being in the best interests of the City, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SBCTION 6. The form of Preliminary Official statement (the "Preliminary Official statementn), 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 Authority 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 City 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 City. SBCTION 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 city are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the City 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 LAl-220360 V3/750,550-013 3 09/28/92 . ~. . \ , , , \ . J _.. ~ )V , ( . .- . . . - - .q' BY:XERQx TELECOFIER 7e10 : 8-17-92 8:SeAM ; ~ 8186861Cl11;** :: R(-M 3, 3.1991 8les P. 3 - - . . IU. 1~. ...lDe): 'ag6 ""It ~rU, 15, i.n .. cheCk ah..t. u.ed in connection with pr.~1.e. in.pection ! enforcement vis1~s, Our Los Angeles county diltr1ct offic.. will ; notify your ottice of licensees who are foun~ 1n non-compliance ; a. a result of ~hc.. pre.i..a inspaction.. I I a~pr.ciat. your sU9gestions and hope the ~ea.ur.s outline~ I above wi 1 be of a.siatance. 1L.~ ;tId ay . Stroh Direotor J'RS.mt { I " . ; - l t ! . . ~ , , I . ~ ....*ENC........ / ..... 7' r - -:ro, V\tuj~ . / ,,/ Attachment A -T~ Underwri~ - 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-220360 V3/750,550-013 6 09/28/92 -- - -- - --- - --- --- ..s- __ ~ ~ Adopted and approved this 13th day of October, 1992. - . I hereby certify that the foregoing Resolution No. 8485(CCS) was duly adopted by the City Council of the city of Santa Monica at a meeting thereof held on october 13, 1992 by the following Council vote: Ayes: Councilmembers: Abdo, Genser, Holbrook, Ka tz , Olsen Noes: Councilmembers: None Abstain: Councilmembers: Vazquez Absent: councilmembers: Zane ATTEST: /~/d~~ ~ <- Ci ty- Clel7k - ---- -- - , t RESOLUTION NO. -lli. 6 (CCS) -:r ___ RESOLUTION OF THE CITY COHNCIL OF THE CITY OF SANTA MONICA APPROVING THE ISSUANCE AND SALE BY THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA OF ITS OCEAN PARK REDEVELOPMENT PROJECTS TAX ALLOCATION REFUNDING BONDS, SERIES 1992 - . WHEREAS, the Redevelopment Agency of the City of Santa Honica (the "Agency") has determined to issue and sell its Ocean Park Redevelopment Projects Tax Allocation Refunding Bonds, Series 1992, for the purpose of ( i) refunding the Agency's outstanding Ocean Park Redevelopment project Tax Allocation Bonds, Series 1988A and Series 1988B, and (ii) refinancing certain indebtedness of the Agency evidenced by promissory notes in accordance with applicable law and a resolution duly adopted by the Agency (the "Resolution"); and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Monica, as follows: Section l. The issuance of Redevelopment Agency of the city of Santa Monica, Ocean Park Redevelopment Projects Tax Allocation Refunding Bonds, series 1992 by the Agency, as provided in the Resolution is hereby approved. Section 2. This Resolution shall take effect from and after its adoption and approval. APPROVED AS TO FORM ~~ ~~ , SE H LAWRENCE cting City Attorney --- . , ~"""'- ~ Adopted and approved this 13th day of October, 1992. - . I hereby certify that the foregoing Resolution No. 8486(CCS) was duly adopted by the city council ~f the city of Santa Monica at a meeting thereof held on October 13, 1992 by the following Council vote: Ayes: Councilmembers: Abdo, Genser, Holbrook, Katz, Olsen Noes: councilmembers: None Abstain: Councilmembers: Vazquez Absent: councilmembers: Zane ATTEST: /:/ fa /)/ ~ ,/{(/~&af v 4-/~ -- ~ ~ ci ty Clerk I