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SR-203-001-06 (5) OFFICIAL NOTICE INVITING BIDS $63,515,000* Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Area Tax Allocation Bonds Series 1999 (Book-Entry-Only) NOTICE IS HEREBY GIVEN that sealed bids and electronic bids will be received by the Redevelopment Agency of the City of Santa Monica (the “Agency”) for the purchase of all of its $63,515,000* original principal amount of the Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Area Tax Allocation Bonds, Series 1999 (the “Bonds”). Bids for less than all of the Bonds will not be accepted. The bids will be received at the place and up to the time specified below (unless postponed as described herein): Date: [December 1, 1999] [10:00] a.m., PST Place: Department of Finance City of Santa Monica 1717 4th Street, Suite 250 Santa Monica, California 90401 Sealed Bids: All Sealed Bids must be in an envelope clearly marked “Proposal For Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Area Tax Allocation Bonds, Series 1999”. Sealed Bids may be mailed or hand delivered to the address shown above on the date and at or before the time shown above. See instructions under “Terms of Sale; Form of Bid” below. Electronic Bids: Electronic proposals may be submitted only through Dalcomp/Parity. Bidders intending to submit an electronic proposal must complete and deliver the attached Authorization to Accept Electronic Bid (the “Authorization”) to the Agency at the address indicated on the Authorization prior to the time stated above for the receipt of proposals. Dalcomp/Parity will act as agent of the bidder and not of the Agency in connection with the submission of bids and the Agency assumes no responsibility or liability for bids submitted through Dalcomp/Parity. See “Information Regarding Electronic Proposals” herein. Facsimile Bids: No bids will be accepted by facsimile. The Issue The proceeds from the sale of the Bonds will be used to provide funds to the Agency to purchase approximately 11.3 acres in the Civic Center area of the City or for other redevelopment purposes (the “Project”); fund a reserve account for the Bonds; and pay costs of issuance of the Bonds. The Bonds will be issued pursuant to the Indenture, dated as of [December 1, 1999] (the “Indenture”), by and between the Agency and BNY Western Trust Company, as trustee (the “Trustee”), authorizing the issuance of the Bonds. Capitalized terms not defined herein shall have the same definitions as used in the Indenture. * Preliminary, subject to change as set forth herein. -1- Authorization The Bonds were authorized by the Board of the Agency on [October 26, 1999]. The Bonds are to be issued under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended) (the “Law”) and the laws of the State of California. Security and Sources of Payments The Bonds are special obligations of the Agency. The Agency has pledged for the repayment of the Bonds, equally and ratably with any Additional Bonds hereafter issued, all of the “Tax Revenues,” defined in the Indenture as the taxes ad valorem (including all payments, reimbursements and subventions, if any, specifically attributable to taxes lost by reason of tax exemptions and tax rate limitations) eligible for allocation to the Agency pursuant to the Law in connection with the Earthquake Recovery Redevelopment Project Area of the Agency (the “Project Area”), excluding (a) amounts, if any, required to be deposited by the Agency in the Housing Fund and used for certain housing purposes, provided, however, that such amounts shall not be excluded if and to the extent that the Agency makes such amounts available as Tax Revenues, and (b) amounts, if any, payable pursuant to Sections 33607.5 and 33607.7 of the Law but only to the extent such amounts are not subordinated to the payment of debt service on the Bonds. The Bonds are secured by a pledge of and lien on all of the Tax Revenues and a pledge of all of the moneys in the Revenue Fund created pursuant to the Indenture and in the funds or account so specified and provided for in the Indenture (except the Rebate Fund). The foregoing obligations, however, may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting the enforcement of creditors’ rights. Reference is made to the Preliminary Official Statement and the Indenture for a more exact description of the security for the Bonds. Book-Entry-Only The Bonds will be issued in fully registered book-entry only form, initially registered in the name of CEDE & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers will not receive certificates representing their interest in the Bonds. Individual purchases will be in principal amounts of $5,000 and integral multiples thereof. Principal of, interest and premium, if any, on the Bonds will be made by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the Bonds. Principal and Interest Payments The Bonds will be dated as of [December 1, 1999] and will bear interest from that date. Delivery of the Bonds is expected to occur on [December 14, 1999]. Interest on the Bonds will be payable semi-annually on January 1 and July 1, beginning July 1, 2000 (each an “Interest Payment Date”). Principal of and premium (if any) on the Bonds will be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the principal corporate trust office of the Trustee. Payment of principal and interest to DTC is the responsibility of the Agency or the Trustee; disbursement of such payments to Direct Participants of DTC will be the responsibility of DTC; and disbursements of such payments to the Beneficial Owners will be the responsibility of DTC’s Direct Participants and Indirect Participants. The Agency and the City cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium with respect to the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in the Official Statement. The Agency and the City are not responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto. * Preliminary, subject to change as set forth herein. -2- Principal Amortization The aggregate principal amount of $63,515,000* of the Bonds will mature either through serial maturities or sinking amount installments on the following dates: July 1, Principal Amount* July 1, Principal Amount* 2000 $850,000 2015 $1,890,000 2001 885,000 2016 2,005,000 2002 930,000 2017 2,130,000 2003 975,000 2018 2,265,000 2004 1,025,000 2019 2,405,000 2005 1,075,000 2020 2,560,000 2006 1,135,000 2021 2,720,000 2007 1,195,000 2022 2,890,000 2008 1,260,000 2023 3,070,000 2009 1,335,000 2024 3,265,000 2010 1,410,000 2025 3,475,000 2011 1,495,000 2026 3,695,000 2012 1,580,000 2027 3,925,000 2013 1,675,000 2028 4,175,000 2014 1,780,000 2029 4,440,000 Serial Bonds and/or Term Bonds Bidders may provide that all the Bonds of a series be issued as serial bonds or may provide that any two or more provided consecutive annual principal amounts of a series be combined into one or more term bonds, that no term bond maturing on or after July 1, [ ], may have sinking fund payments prior to July 1, [ ]. Optional Redemption Bonds due on or before July 1, 20[___] are not subject to redemption before their respective stated maturities. Bonds maturing on or after July 1, 20[___] are subject to redemption, as a whole or in part as designated by the Agency, or, absent pro rata such designation, among maturities and by lot within any one maturity if less than all of the Bonds of such maturity are to be redeemed, prior to their respective maturity dates, at the option of the Agency, on any date on or after July 1, 20[ ], from funds derived by the Agency from any source, at the redemption price (expressed as a percentage of the principal amount of such Bonds) of the principal amount of Bonds called for redemption, together with interest accrued thereon to the date fixed for redemption as set forth in the following table. Redemption Dates Redemption Price July 1, 2009 and June 30, 2010 101.00% July 1, 2010 and thereafter 100.00% Whenever less than all Outstanding Bonds maturing on any one date are called for redemption at any one time, the Trustee shall select the Bonds to be redeemed from the Outstanding Bonds maturing on such date not previously selected for provided, however redemption, by lot in any manner which the Trustee deems appropriate; , that if less than all of the Outstanding Term Bonds of any maturity are called for redemption at any one time, the Agency shall specify a reduction in any Sinking Account Installment payments required to be made with respect to such Bonds (in an amount equal to the amount of Outstanding Term Bonds to be redeemed). * Preliminary, subject to change as set forth herein. -3- Notice of Redemption Notice of redemption shall be mailed by first class mail by the Trustee, not less than 30 nor more than 60 days prior to the redemption date to the registered Owners of Bonds designated for redemption, to one or more Information Services, and to the Securities Depositories. Failure by the Trustee to give notice to any one or more of the Information Services or Securities Depositories, or the insufficiency of any such notice, or the failure of any Owner to receive any redemption notice mailed to such Owner and any defect in the notice so mailed shall not affect the sufficiency of the proceedings for redemption. The Agency shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be canceled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Agency and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Mandatory Sinking Fund Redemption If the successful bidder designates principal amounts to be combined into one or more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on July 1 of the first year which has been combined to form such term bonds and continuing on July 1 in each year thereafter until the stated maturity date of that term bond. The amount redeemed in any year shall be equal to the principal amount for such year set forth in the table above under the caption “Principal Amortization”. Bonds to be redeemed in any year by mandatory sinking fund redemption shall be redeemed at par and shall be selected by lot from among the Bonds then subject to redemption. The Agency, at its option, may credit against any mandatory sinking fund redemption requirement term bonds of the maturity then subject to redemption, which have been redeemed and not theretofore applied as a credit against any mandatory sinking fund redemption requirement. Adjustments of Principal Amounts The principal amounts set forth in the Official Bid Form for the Bonds will reflect certain estimates of the Agency and its Financial Advisor with respect to the likely interest rates of the winning bid and the premium/discount contained in the applicable winning bid. After selecting the winning bid, the amortization schedule contained in the Official Bid Form may be adjusted as necessary in the determination of the Financial Advisor in $5,000 increments to reflect the actual interest rates and any premium/discount in the winning bid, to create a more level annual debt service on the Bonds, and/or to accommodate certain other sizing requirements or preferences of the Agency. Such adjustments will not change the aggregate principal amount of the Bonds to be issued from the amount set forth in the Official Bid Form by more than 10% or change the principal amount due on such Bonds in any year by more than 10%. The dollar amount bid for the Bonds by the winning bidder will be adjusted, if applicable, to reflect any such adjustment in the amortization schedule. The adjusted bid price will reflect changes in the dollar amount of the underwriter’s discount and original issue discount/premium, if any, but will not change the per bond underwriter’s discount (net of insurance premium, if any) provided in the winning bid. Any such adjustments will be communicated to the winning bidder within 27 hours after the opening of the bid. Successful bidder may not withdraw its bid as a result of any adjustment made within the foregoing limits. TERMS OF SALE Form of Bid All bids must be for not less than all of the Bonds hereby offered for sale at not less than 99% of the par value thereof, plus accrued interest to the date of delivery. Bids for less than all of the Bonds will not be accepted. Each bid must be on the Official Bid Form. Every sealed bid must be unconditional and irrevocable, addressed to the Agency in a sealed envelope and endorsed “Proposal For Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Area Tax Allocation Bonds, Series 1999”. All electronic proposals shall be deemed to incorporate the provisions of the Official Bid Form and must be unconditional and irrevocable. Except for proposals submitted in accordance with the following paragraph, each bid must be accompanied by the applicable bid check or Surety Bond described under the caption * Preliminary, subject to change as set forth herein. -4- “Bid Check” below. In addition, bidders are requested to supply an estimate of the true interest cost resulting from their bid, computed as prescribed below under the caption “Award, Delivery and Payment,” which shall be considered as informative only and not binding on either the bidder or the Agency. Each bid must be in accordance with the terms and conditions set forth in this Official Notice Inviting Bids. The Agency will make its best efforts to accommodate both electronic and sealed bids; however, the Agency, the Financial Advisor and Bond Counsel assume no responsibility for any error contained in any electronic or sealed bid, or for failure of any electronic or sealed bid to be transmitted, received or opened at the official time for receipt of such bids. The official time for receipt of bids will be determined by the Agency at the place of the bid opening, and the Agency shall not be required to accept the time kept by Dalcomp/Parity as the official time. The Agency assumes no responsibility for informing any bidder prior to the deadline that its bid is incomplete, or not received. In the event that multiple timely bids are received from a single bidder the Agency shall accept the best of such bids and each bidder agrees by submitting any bid to be bound by its best bid. Information Regarding Electronic Proposals Electronic proposals must be submitted through Dalcomp/Parity. Bidders who elect to use Dalcomp/Parity must also complete and deliver (in the form attached to this Official Notice Inviting Bids) the Authorization to Accept Electronic Bid (the “Authorization”) to the address indicated on the Authorization prior to the time stated above for the receipt of proposals. If any provision of this Official Notice Inviting Bids conflicts with information provided by Dalcomp/Parity, this Official Notice Inviting Bids shall control. The Agency is not responsible for the proper operation of, and shall have no liability for any delays or interruptions of or any damages caused by Dalcomp/Parity. The Agency is using Dalcomp/Parity as a communication mechanism and not as the Agency’s agent to conduct electronic bidding for the Bonds. The Agency is not bound by any advice of or determination by Dalcomp/Parity to the effect that any particular bid complies with the terms of this Official Notice Inviting Bids. All costs and expenses incurred by prospective bidders in connection with their submission of bids through Dalcomp/Parity are the sole responsibility of such bidders and the Agency is not responsible for any such costs or expenses. Further information about Dalcomp/Parity, including any fee charged, may be obtained from rd Dalcomp/Parity, 395 Hudson Street, 3 Floor, New York, N.Y. 10014 (Jennifer Emery, 212-806-8304). Neither the City nor the Agency assumes any responsibility or liability for bids submitted through Dalcomp/Parity. Interest Rates Bidders must bid to purchase all of the Bonds and bids for less than all of the Bonds will not be accepted. Bidders must specify a rate of interest for each maturity of the Bonds. The rates of interest must be expressed in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (1%), and no interest rate may exceed 10% per annum. Each Bond must bear interest at the rate specified by the bidder in the Official Bid Form from its date to its maturity date. All Bonds of the same maturity must bear the same rate of interest. The maximum differential between the highest and lowest interest rates specified in any bid for the Bonds shall not exceed 3% per annum. The interest rate specified for Bonds maturing on or after July 1, shall not be less than the interest rate specified for any earlier maturity of Bonds maturing on or after July [ ] 1, [ ]. Insurance The successful bidder may purchase municipal bond insurance, if available, for some or all of the Bonds. The Bonds have been pre-qualified by and the Agency has selected [INSURER] to provide such insurance at the bidder’s option. The cost of any bond insurance will be borne by the successful bidder. Bidders should contact [INSURER] to determine the cost of insurance. FAILURE OF THE INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL NOT JUSTIFY FAILURE OR REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT DELIVERY OF, OR PAY FOR, THE BONDS. The successful bidder must provide the Agency with the municipal bond insurance commitment, if any, including the amount of the policy premium, as well as information with respect to the municipal bond insurance policy and insurance provider for inclusion in the final Official Statement within two business days following the award of the bid by the Agency. * Preliminary, subject to change as set forth herein. -5- Award, Delivery and Payment If satisfactory bids are received, the Bonds will be awarded to the highest responsible bidder not later than 27 hours after the time established for the receipt of bids. The highest bidder shall be the bidder submitting the best price for the Bonds, which best price shall be that resulting in the lowest true interest cost. The true interest cost shall be computed by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from their respective payment dates to the date of the Bonds and to the price bid, not including accrued interest. For the purpose of calculating the true interest cost, the principal amount of bonds scheduled for mandatory sinking fund redemption as part of a term bond shall be treated as a serial maturity in each year. If two or more bidders have bid the same true interest cost, the award shall be made by lot. The purchaser shall pay accrued interest (computed on the basis of a 360-day year of twelve 30-day months) on the Bonds from and including the dated date of the Bonds to, but not including, the date of delivery. Delivery of the Bonds is expected to occur on or about [December 14, 1999]. Bonds will be delivered in New York, New York for deposit with DTC. The successful bidder shall pay for the Bonds on the date of delivery in immediately available federal funds. Any expenses of providing federal funds shall be borne by the purchaser. Payment on the delivery date shall be made in an amount equal to the price bid for the Bonds plus accrued interest from the dated date less the amount of the good-faith deposit. Bid Check Each bidder must provide with its bid a certified or cashier's check payable in same day or next day funds drawn on a responsible bank having an office in Los Angeles, California equal to 1% of the aggregate amount of Bonds shown in the Official Bid Form (“Bid Check Amount”) payable to the order of “Redevelopment Agency of the City of Santa Monica”, or a financial surety bond (“Surety Bond”) in the amount of the Bid Check Amount issued by an insurance company rated AAA by Standard & Poor's and licensed to issue such a bond in the State of California, naming the Agency as the beneficiary and identifying the bidder whose deposit is guaranteed by the Surety Bond. If the successful bidder has provided a Surety Bond, such bidder shall wire transfer to the Agency the amount of the Bid Check Amount in immediately available federal funds not later than 12:00 p.m. PST on the business day next succeeding the day of acceptance of the proposal, which amount shall be deposited in an escrow fund or account or a similar fund and applied to the purchase price of the Bonds. In the event the Agency has not received such federal funds wire transfer by the time stated, the Agency may draw upon the Surety Bond to satisfy the successful bidder's deposit requirements. The check accompanying any accepted proposal shall be cashed and deposited in a fund held by the Agency and applied to the purchase price of the Bonds at the time of delivery of the Bonds. If after the award of the Bond, the successful bidder fails to complete the purchase on the terms stated in its proposal, unless such failure of performance shall be caused by any act or omission of the Agency, any amount received from such bidder by the Agency, whether by paid check or pursuant to a Surety Bond, shall be retained by the City as stipulated liquidated damages. Any check accompanying an unaccepted proposal will be returned promptly. No interest will be paid upon the deposit made by any bidder. List of Members of Account Bidders are requested to list on the Official Bid Form the names of the members of the account on whose behalf the bid is made. The apparent winning bidder will be required to verify such list or to provide an updated list by facsimile prior to award of the Bonds. Reoffering Price The successful bidder will, within one hour after being notified of the award of the Bonds, advise the Agency of the initial public offering prices of the Bonds. The successful bidder will also be required, prior to delivery of the Bonds, to furnish a certificate acceptable to Bond Counsel stating the amount of the initial offering price to the public (excluding bond houses and brokers) at which a substantial portion (at least 10%) of the Bonds of each maturity were sold and that there was a bonafide public offering made of each maturity. Official Statement * Preliminary, subject to change as set forth herein. -6- The Agency has approved a Preliminary Official Statement for the Bonds, dated [ ], which the Agency has “deemed final” for purposes of SEC Rule 15c2-12. The Agency will provide the successful bidder such reasonable number of printed copies of the final Official Statement as such bidder may request no later than seven business days after the day the Bonds are awarded. Up to 200 copies of the final Official Statement will be furnished without cost to the successful bidder and further copies, if desired, will be made available at the successful bidder's expense. The bidder shall file the final Official Statement with a nationally recognized municipal securities information repository on a timely basis. The bidder shall at all times comply with the provisions of SEC Rule 15c2-12 and with all applicable rules of the Municipal Securities Rulemaking Board. Right to Reject Bids; Waive Irregularities The Agency reserves the right to reject any and all bids and to the extent permitted by law to waive any irregularity or informality in any bid. CUSIP Numbers It is anticipated that CUSIP numbers will be printed on the Bonds, but the Agency will assume no obligation for the assignment or printing of such numbers on the Bonds or for the correctness of such numbers, and neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the purchasers thereof to accept delivery of and make payment for the Bonds. The cost for the assignment of CUSIP numbers to the Bonds will be the responsibility of the successful bidder. California Debt and Investment Advisory Commission The successful bidder will be required to pay any fees due to the California Debt and Investment Advisory Commission (“CDIAC”) under California law. CDIAC will invoice the successful bidder after the delivery of the Bonds. Legal Opinions Deleted: The Authority and the City will furnish to the successful bidder at the The Agency will furnish to the successful bidder at the closing of the Bonds, the legal opinion of Bond Counsel, Orrick, closing of the Bonds, the legal opinion of Herrington & Sutcliffe LLP, that based upon an analysis of existing laws, regulations, rulings and court decisions, and Bond Counsel, Orrick, Herrington & assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for Sutcliffe LLP, that based upon an analysis federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California of existing laws, regulations, rulings and court decisions, and assuming, among personal income taxes; and interest on the Bonds is not a specific preference item for purposes of the federal individual or other matters, compliance with certain corporate alternative minimum taxes, although such counsel may observe that such interest is included in adjusted current covenants, interest on the Bonds is earnings when calculating corporate alternative minimum taxable income. Bond Counsel will express no opinion regarding excluded from gross income for federal income tax purposes under Section 103 of any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. the Internal Revenue Code of 1986 and is exempt from State of California personal Change in Tax Exempt Status income taxes; and interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw its proposal if alternative minimum taxes; provided, the interest received by private holders of obligations of the same type and character of the Bonds (as determined by Bond although such counsel may observe that Counsel) shall be declared to be includable in gross income under present federal income tax laws, either by a ruling of the such interest is included in adjusted current earnings when calculating corporate Internal Revenue Service or by a decision of any federal court, or shall be declared taxable by the terms of any federal income alternative minimum taxable income. tax law enacted subsequent to the date of this Official Notice Inviting Bids. Bond Counsel expresses no opinion regarding any other tax consequences Closing Documents related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. The Agency will furnish to the successful bidder at the closing of the Bonds: (i) no-litigation certificates certifying that as of and at the time of delivery of the Bonds, there is no litigation or administrative proceeding pending or threatened concerning the validity of Bonds, the corporate existence of the Agency or the title of the officers legally responsible for the authorization, execution and delivery of the Bonds to their respective offices; (ii) certificates of the Agency to the effect that, to the best knowledge of the Agency, respectively, the Preliminary Official Statement did not on the date of sale, and the final Official Statement does not on the date of delivery contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein contained, in light of the circumstances under which they were made, not misleading; and (iii) a receipt of the Agency showing that the purchase price of such Bonds has been received by the * Preliminary, subject to change as set forth herein. -7- Agency. Continuing Disclosure In order to assist bidders in complying with SEC Rule 15c2-12(b)(5), the Agency will undertake, pursuant to the Indenture and a Continuing Disclosure Certificate, to provide certain annual financial information, and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will be set forth in the final Official Statement. Additional Information Copies of the Indenture, this Official Notice Inviting Bids and the Preliminary Official Statement will be furnished to any potential bidder upon request made to the Agency’s Financial Advisor at: Public Resources Advisory Group, 3550 Wilshire Blvd., Suite 1630, Los Angeles, California 90010, (213) 380-9344. Right to Modify or Amend The Agency reserves the right to modify or amend this Official Notice Inviting Bids and the Official Bid Form including, but not limited to the right to adjust and change the principal amount of the Bonds being offered; however, such notifications or amendments shall be made not later than Tuesday, [November 30, 1999], by 1:00 p.m., PST (4:00 p.m., EST) and communicated through Thompson Municipal News and by facsimile transmission to any qualified bidder timely requesting such notice. Bid Extension or Postponement The Agency reserves the right to extend or postpone, from time to time, the date or time established for the receipt of bids. Any such postponement will be announced via Thompson Municipal News. On any such alternative date or time for receipt of bids, any bidder may submit a sealed and/or electronic bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice Inviting Bids except for the date of sale and except for the changes announced by Thompson Municipal News at the time the sale date and time are announced. Dated: [ ] Redevelopment Agency of the City of Santa Monica By: ____________________________ * Preliminary, subject to change as set forth herein. -8- OFFICIAL BID FORM $63,515,000* Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Area Tax Allocation Bonds, Series 1999 [December 1, 1999] Redevelopment Agency of the City of Santa Monica c/o Charles M. Dennis Department of Finance City of Santa Monica th 1717 4 Street, Suite 250 Santa Monica, CA 90401 Ladies and Gentlemen: We hereby offer to purchase all of the $63,515,000* aggregate principal amount of the Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project Area Tax Allocation Bonds, Series 1999 (the “Bonds”), more particularly described in your Official Notice Inviting Bids dated [ ], which is incorporated herein by reference, and made a part hereof, at a purchase price of $ (which purchase price is not less ] than 99.0% of the aggregate principal amount of the Bonds) plus accrued interest on the Bonds from [December 1, 1999to the date of delivery. This offer is for Bonds bearing interest at the rates and in the form of serial bonds or term bonds with mandatory sinking fund redemptions as set forth in the table on the following page. Of the principal maturities set forth in the table on the following page, for those years, if any, which have been combined into a term bond or term bonds, the principal amounts shown in the table shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The bid is subject to acceptance not later than 27 hours after the expiration of the time established for the final receipt of bids. (PLEASE CHECK ONE OF THE FOLLOWING TWO PARAGRAPHS) [ ] There is enclosed herewith a certified check or cashier's check for $ drawn on a responsible bank having an office in the City of Los Angeles payable in same day or next day funds to the order of the Redevelopment Agency of the City of Santa Monica (the “Agency”). [ ] A surety bond has been provided to the Agency in the amount of $ issued by an insurance company rated AAA by Standard & Poor's and licensed to issue such a bond in the State of California, naming the Agency as beneficiary and identifying the bidder whose deposit is guaranteed by the surety bond. We have noted that payment of the purchase price is to be made in immediately available Federal Reserve Funds at the time of delivery of the Bonds. If we are the successful bidder, we will (1) within one hour after being notified of the award of the Bonds, advise the Authority of the initial public offering prices of the Bonds and (2) prior to delivery of the Bonds furnish a certificate, acceptable to Bond Counsel, as to the “issue price” of the Bonds within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. We have attached a list of the members of our account on whose behalf this offer is made. * Preliminary, subject to change as set forth herein. -9- Serial Sinking Account Maturity Payment Maturity Principal Interest (Check One Column) July 1 Amount* Rate 2000 $ 850,000 % 2001 885,000 % 2002 930,000 % 2003 975,000 % 2004 1,025,000 % 2005 1,075,000 % 2006 1,135,000 % 2007 1,195,000 % 2008 1,260,000 % 2009 1,335,000 % 2010 1,410,000 % 2011 1,495,000 % 2012 1,580,000 % 2013 1,675,000 % 2014 1,780,000 % 2015 1,890,000 % 2016 2,005,000 % 2017 2,130,000 % 2018 2,265,000 % 2019 2,405,000 % 2020 2,560,000 % 2021 2,720,000 % 2022 2,890,000 % 2023 3,070,000 % 2024 3,265,000 % 2025 3,475,000 % 2026 3,695,000 % 2027 3,925,000 % 2028 4,175,000 % 2029 4,440,000 % Our calculation of the true interest cost, which is considered to be informative only and not a part of the bid, is __________________%. We represent that we have full and complete authority to submit this bid on behalf of our bidding syndicate and the undersigned will serve as the lead manager for the group if the Bonds are awarded pursuant to this bid. We certify (or declare) under penalty of perjury under the laws of the State of California that this proposal is genuine, and not a sham or collusive, nor made in the interest of or on behalf of any person not herein named, and that the bidder has not directly or indirectly induced or solicited any other bidder to put in a sham bid or any other person, firm or corporation to refrain from bidding, and that the bidder has not in any manner sought by collusion to secure for himself an advantage over any other bidder. Respectfully submitted: Address for return of unsuccessful bid check: Account Manager: By: * Preliminary, subject to change as set forth herein. -10-