SR-203-001-06 (3)
CONTINUING DISCLOSURE CERTIFICATE
REDEVELOPMENT AGENCY OF
THE CITY OF SANTA MONICA
Dated as of ____________ 1, 1999
Relating to
$____________
Redevelopment Agency of the City of Santa Monica
Santa Monica Earthquake Recovery Redevelopment Project
Tax Allocation Bonds, Series 1999
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CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE
(this “Disclosure Certificate”),
dated as of _____________ 1, 1999, is executed and delivered by the Redevelopment Agency of
the City of Santa Monica (the “Agency”).
* * * * * * *
WHEREAS,
pursuant to the Indenture, dated as of _____________ 1, 1999 (the
“Indenture”), by and between the Agency and BNY Western Trust Company, as trustee (the
“Trustee”), the Agency has issued $____________ aggregate principal amount of
Redevelopment Agency of the City of Santa Monica, Santa Monica Earthquake Recovery
Redevelopment Project Tax Allocation Bonds, Series 1999 (the “Bonds”); and
WHEREAS,
this Disclosure Certificate is being executed and delivered by the Agency
for the benefit of the holders and beneficial owners of the Bonds and in order to assist the
underwriters of the Bonds in complying with Securities and Exchange Commission Rule 15c2-
12(b)(5);
NOW, THEREFORE,
the Agency covenants as follows:
Section 1. Definitions.
Capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the
following meanings:
“Annual Report”
means any Annual Report provided by the Agency pursuant to, and as
described in, Sections 2 and 3 hereof.
“Annual Report Date”
means the date in each year that is eight months after the end of
the Agency’s fiscal year, which date, as of the date of this Disclosure Certificate, is March 1.
“Dissemination Agent”
means the Agency, or any successor Dissemination Agent
designated in writing by the Agency and which has filed with the Agency a written acceptance of
such designation.
“Federal Securities Laws”
means all federal securities laws, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, all rules and regulations promulgated thereunder and all administrative and case law
interpretations thereof.
“Listed Events”
means any of the events listed in Section 4(a) hereof.
“National Repository”
means any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule.
“Official Statement”
means the Official Statement, dated _________, 1999, relating to
the Bonds.
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“Participating Underwriter”
means any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
“Repository”
means each National Repository and each State Repository.
“Rule”
means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“State Repository”
means any public or private repository or entity designated by the
State of California as a state repository for the purpose of the Rule and recognized as such by the
Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no
State Repository.
Section 2. Provision of Annual Reports.
(a) The Agency shall, or shall cause the
Dissemination Agent to, provide to each Repository an Annual Report which is consistent with
the requirements of Section 3 hereof, not later than the Annual Report Date, commencing with
the report for the 1998-99 fiscal year. Not later than 15 Business Days prior to said date, the
Agency shall provide the Annual Report to the Dissemination Agent (if other than the Agency).
The Annual Report may be submitted as a single document or as separate documents comprising
a package, and may include by reference other information as provided in Section 4 hereof;
provided, however, that the audited financial statements of the Agency may be submitted
separately from the balance of the Annual Report, and later than the date required above for the
filing of the Annual Report if not available by that date. If the Agency’s fiscal year changes, it
shall give notice of such change in the same manner as for a Listed Event under Section 4(c)
hereof.
(b) If the Agency is unable to provide to the Repositories an Annual Report by the
date required in subsection (a), the Agency shall send a notice to the Municipal Securities
Rulemaking Board in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the
name and address of each National Repository and each State Repository, if any; and
(ii) if the Dissemination Agent is other than the Agency, file a report with the
Agency certifying that the Annual Report has been provided pursuant to this Disclosure
Certificate, stating the date it was provided and listing all the Repositories to which it was
provided.
Section 3. Content of Annual Reports.
The Agency’s Annual Report shall contain or
incorporate by reference the following:
(a) Audited Financial Statements prepared in accordance with generally accepted
accounting principles as promulgated to apply to governmental entities from time to time by the
Governmental Accounting Standards Board. If the Agency’s audited financial statements are not
available by the time the Annual Report is required to be filed pursuant to Section 2(a) hereof,
the Annual Report shall contain unaudited financial statements in a format similar to the
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financial statements contained in the Official Statement, and the audited financial statements
shall be filed in the same manner as the Annual Report when they become available.
(b) The following information with respect to the Bonds:
(i) The principal amount of Bonds Outstanding as of the January 2 next preceding
the Annual Report Date.
(ii) The balance in the Reserve Account, and a statement of the Reserve Requirement,
as of the January 2 next preceding the Annual Report Date.
(iii) The balance in the Redevelopment Fund and the Series 1999 Housing Account as
of the January 2 next preceding the Annual Report Date.
(c) The following items, providing financial and operating data substantially similar
to that provided in the corresponding tables and charts in the Official Statement;
(i) The top ten largest local secured property taxpayers in the Project Area, together
with the assessed value and percentage of aggregate assessed value of the
property owned by such assessees.
(ii) Information regarding historical assessed values and tax increment revenues,
similar to the information provided in Table __ of the Official Statement, rolled
forward on an annual basis.
(iii) Information on aggregate appeals in the Project Area and on appeals by top ten
taxpayers in the Project Area.
(iv) Description of outstanding indebtedness payable from Tax Revenues.
(v) Any material information pertaining to amendments to the Redevelopment Plan.
(d) In addition to any of the information expressly required to be provided under
subsections (a), (b) and (c) of this Section, the Agency shall provide such further information, if
any, as may be necessary to make the specifically required statements, in the light of the
circumstances under which they are made, not misleading.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Agency or related public entities,
which have been submitted to each of the Repositories or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Agency shall clearly identify
each such other document so included by reference.
Section 4. Reporting of Significant Events.
(a) Pursuant to the provisions of this
Section, the Agency shall give, or cause to be given, notice of the occurrence of any of the
following events with respect to the Bonds, if material under applicable Federal Securities Laws:
(i) Principal and interest payment delinquencies.
(ii) Non-payment related defaults.
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties.
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties.
(v) Substitution of credit or liquidity providers, or their failure to perform.
(vi) Adverse tax opinions or events affecting the tax-exempt status of the security.
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(vii) Modifications to rights of security holders.
(viii) Contingent or unscheduled Bond calls.
(ix) Defeasances.
(x) Release, substitution, or sale of property securing repayment of the securities.
(xi) Rating changes.
(b) Whenever the Agency obtains knowledge of the occurrence of a Listed Event, the
Agency shall as soon as possible determine if such event would be material under applicable
Federal Securities Laws.
(c) If the Agency determines that knowledge of the occurrence of a Listed Event
would be material under applicable Federal Securities Laws, the Agency shall promptly file a
notice of such occurrence with the Municipal Securities Rulemaking Board and each State
Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections
(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to holders of affected Bonds pursuant to the Indenture.
Section 5. Termination of Reporting Obligation.
The Agency’s obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in
full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the
Agency shall give notice of such termination in the same manner as for a Listed Event under
Section 4(c) hereof.
Section 6. Dissemination Agent.
The Agency may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Certificate, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. During any period in which there is no other entity acting as
Dissemination Agent, the Agency shall act as Dissemination Agent.
Section 7. Amendment; Waiver.
Notwithstanding any other provision of this
Disclosure Certificate, the Agency may amend this Disclosure Certificate, and any provision of
this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 2(a), 3 or
4(a) hereof, it may only be made in connection with a change in circumstances that arises
from a change in legal requirements, change in law, or change in the identity, nature, or
status of an obligated person with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in
the opinion of nationally recognized bond counsel, have complied with the requirements
of the Rule at the time of the primary offering of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by holders of the
Bonds in the manner provided in the Indenture for amendments to the Indenture with the
consent of holders, or (ii) does not, in the opinion of the Trustee or nationally recognized
bond counsel, materially impair the interests of the holders or beneficial owners of the
Bonds.
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If the annual financial information or operating data to be provided in the Annual Report
is amended pursuant to the provisions hereof, the first annual financial information or operating
data filed pursuant hereto containing the amended financial information or operating data shall
explain, in narrative form, the reasons for the amendment and the impact of the change in the
type of financial information or operating data being provided.
If an amendment is made to the undertaking specifying the accounting principles to be
followed in preparing financial statements, the annual financial statements or information for the
year in which the change is made shall present a comparison between the financial statements or
information prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles. The comparison shall include a qualitative discussion
of the differences in the accounting principles and the impact of the change in the accounting
principles on the presentation of the financial statements or information, in order to provide
information to investors to enable them to evaluate the ability of the Agency to meet its
obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of
the change in the accounting principles shall be sent to the Repositories in the same manner as
for a Listed Event under Section 4(c) hereof.
Section 8. Additional Information.
Nothing in this Disclosure Certificate shall be
deemed to prevent the Agency from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Certificate. If the Agency chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Certificate, the Agency shall
have no obligation under the Disclosure Certificate to update such information or include it in
any future Annual Report or notice of occurrence of a Listed Event.
Section 9. Default.
In the event of a failure of the Agency to comply with any provision
of this Disclosure Certificate, as provided in the Indenture, the Trustee may (and, at the written
direction of any Participating Underwriter or the holders of at least 25% aggregate principal
amount of Outstanding Bonds, shall), or any holder or beneficial owner of the Bonds may take
such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the Agency to comply with its obligations under this
Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event
of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event
of any failure of the Agency to comply with this Disclosure Certificate shall be an action to
compel performance.
Section 10. Duties, Immunities and Liabilities of Dissemination Agent.
The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the Agency agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may
incur arising out of or in the exercise or performance of its powers and duties hereunder,
including the costs and expenses (including attorneys fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful
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misconduct. The obligations of the Agency under this Section shall survive resignation or
removal of the Dissemination Agent and payment of the Bonds.
Section 11. Beneficiaries.
This Disclosure Certificate shall inure solely to the benefit of
the Agency, the Dissemination Agent, the Participating Underwriters and holders and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA
By:
ATTEST:
____________________________________
Maria M. Stewart, Secretary
APPROVED AS TO FORM:
Marsha Jones Moutrie, Agency Counsel
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO
FILE ANNUAL REPORT
Name of Issuer: Redevelopment Agency of the City of Santa Monica
Name of Issue: Redevelopment Agency of the City of Santa Monica, Santa Monica
Earthquake Recovery Redevelopment Project Tax Allocation Bonds,
Series 1999
Date of Issuance: ___________, 1999
NOTICE IS HEREBY GIVEN
that the Redevelopment Agency of the City of Santa
Monica (the “City”) has not provided an Annual Report with respect to the above-named Bonds
as required by the Continuing Disclosure Certificate, dated as of ______________1, 1999,
executed by the Agency. [The Agency anticipates that the Annual Report will be filed by
_____________.]
Dated: ____________________
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA
By:
Exhibit A-1
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