r-530RESOLUTION NO. 530 (RAS)
Redevelopment Series
A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT
AGENCY OF THE CITY OF SANTA MONICA AUTHORIZING A TERM LOAN
IN AN AMOUNT UP TO $60,000,000 AND AUTHORIZING THE EXECUTIVE
DIRECTOR TO CARRY OUT SUCH AGREEMENT; AND MAKING CERTAIN
OTHER FINDINGS IN CONNECTION THEREWITH
WHEREAS, the Redevelopment Agency of the City of Santa Monica ("Agency") is a
community redevelopment agency duly created, established and authorized to transact business and
exercise its powers. all under and pursuant to the Community Redevelopment Law {Part 1 of
Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of
California) ("Redevelopment Law"), and the powers of the Agency include the power to borrow
money from any private lending institution (other than through the issuance of bonds) for any
Redevelopment Project purposes, and to secure such borrowing with a pledge of tax increment
revenues, pursuant to Sections 33601, 33b71 and 33671.5 of the Redevelopment Lavv ("Authorizing
Laws'); and
WHEREAS; the Agency has previously adopted its Earthquake Recovery Redevelopment
Project {the "Redevelopment Project"), and pursuant to the Redevelopment Law the Agency receives
the tax incremem revenues allocated to it for the Redevelopment Project ("Tax Revenues") into a
special fund for use in connection with eligible redevelopment activities; and
WHEREAS, the Agency desires to borrow monies from Wells Fargo Bank, National
Association (the `Banl~') pursuant to the Authorizing Law in an initial principal amount of up to
sixty million dollars {$60,000,000) pursuant to a term loan agreement {"Term Loan Agreement")
beriveen the Agency and the Bank, to provide funds to assist in the financing of the redevelopment
priority capital projects and eligible redevelopment activities payable from the Agency's tax
increment revenues {"Eligible Activities"); and
WHEREAS, the Term Loan Agreement establishes the basic terms and conditions under
which the Bank will make a loan to the Agency, which loan will be secured by a pledge of Tax
Revenues subject to pre-existing and other claims, pledges, and obligations on such Tax Revenues as
will be described in the Term Loan Agreement, and will be payable from Tax Revenues, and other
available moneys (but only, as to the latter, to the extent set forth in the Term Loan Agreement); and
WHEREAS, the Term Loan Agreement is n1 the best interest of the Agency and the City of
Santa Monica, and the health, safety and welfare of its residents, and is of benefit to the Agency and
its Redevelopment Project and is consistent with the Agency's Implementation Plan for the
Redevelopment Project adopted and in place pursuant to Section 33490 of the Redevelopment Law,
WHEREAS, there has been presented at this meeting the form of a term sheet (the "Term
Sheet") presented by Wells Fargo Bank, N.A. (the "Bank") setting forth certain basic financial terms
with respect to the Term Loan Agreement;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED BY THE
REDEVELOPMENT AGENCY OF THE CTPY OF SANTA MONICA:
Section L The Agency hereby fmds and determines that the recitals hereof are true and
correct: The Agency hereby authorizes and directs the Executive Director and his duly authorized
designees (together, "Designees"), acting individually, to execute and deliver a Tenn Loan
Agreement consistent with the Term Sheet and with such terms, including commercially reasonable
terms typical of major commercial bank credit requirements (as determined by the Executive
Director) which iri the judgment of the Executive Director, upon consultation with the Agency
Counsel, Bond Counsel and the Agency's fmancial advisor, are reasonably necessary and appropriate
to fiu~ther the interests of the Agency in financing the Eligible Activities, provided that -(a) the
principal amount available for drawing does not exceed $60,000,000, (b) the interest rate for said
borrowing shall be variable or fixed as provided in the Term Sheet and, based upon consultation with
Bond Counsel, may be at a taxable rate, atax-exempt rate or a combination of taxable and tax-
exempt rates depending on the Eligible Activities to be financed, and in no event shall exceed the
maximum rate permitted by law, (c) the Term Loan is an obligation solely of the Agency payable
from tax increment and not an obligation of the City's General or other Funds and (d) the proceeds of
drawings may be expended for any authorized redevelopment purpose under the Redevelopment
Project, including without limitations the public improvements referenced in Cooperation Agreement
No. 9267 and Implementing Agreement No. 9318 (CCS/RAS), each by between the Agency and the
City.
Section 2. The Agency Executive Director or any of his Designees, acting individually,
is hereby authorized to execute and the Agency Secretary, or her authorized deputies to attest the
Term Loan Agreement, including any related attachments, on behalf of the Agency, his/her execution
and attestation thereof to constitute conclusive evidence of the Agency's approval of the terms
thereof in accordance with this Resolution. Copies of the Term Loan agreement, when duly executed
and attested, shall be placed on file in the office of the City Clerk. Further, the Executive Director
(or his/her duly authorized representative) is authorized to implement the Term Loan Agreement and
take all further actions and execute all documents and/or certifications referenced therein and/or
necessary and appropriate to carry out the transactions represented by the Term Loan Agreement, as
provided for therein. The Executive Director (or his/her duly authorized representative) is hereby
authorized, to the extent necessary during the implementation of the Term Loan Agreement, to make
technical or minor changes and interpretations thereto after execution, as necessary, to properly
implement and carry out the Term Loan Agreement,. provided any and all such changes shall not
materially affect the rights and obligations of Agency or the maximum funding provided under the
Term Loan Agreement.
Section 3. In addition to the authorization of Sections 1 and 2 above, the Executive
Director (or his/her duly authorized representative) is hereby authorized, on behalf of the Agency, to
sign all other documents necessary or appropriate to carry out and implement the Term Loan
Agreement and any implementing agreements or documents, and to administer the Agency's
obligations, responsibilities and duties to be performed under the Term Loan Agreement.
Section 4. The Agency Secretary shall certify to the adoption of this Resolution and
thenceforth and thereafter the same shall be in full force and effect.
Section 5. This Resolution shall take effect upon adoption.
ADOPTED AND APPROVED this 8s' day of March, 2011.
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA MONICA
By:
Richard Bloom,
Chairman
APPROVED AS TO FORM:
Agency Counsel
~~ ~~~
arsha JQI es Moutry
Adopted and approved this the 8~' day of March, 2011.
By:
Chair
I hereby certify that the foregoing Resolution No. (RAS) was duly adopted at a
special meeting of the Redevelopment Agency of the City of Santa Monica held on the 8~' day of
March, 2011, by the following vote:
AYES: ,Agency Members:
NOES: Agency Members:
ABSENT: Agency Members:
ABSTAIN: Agency Members:
ATTEST:
By:
Agency Secretary
DOCSOC/ 1465574v5/200120-0003
Adopted and approved this the 8th day of March, 2011.
~~
Richard Blloom, Chair
!, Maria M. Stewart, City Clerk of Santa Monica, do hereby certify that the
foregoing Resolution No. 530 {RAS) was duly adopted at a special meeting of the
Redevelopment Agency held on the 8ih day of March, 2011, by the following vote:
Ayes: Agency members: Holbrook, McKeown, O'Connor, O'Day, Shriver
Chair Bloom
Noes: Agency members: None
Absent: Agency members: Chair Pro Tem Davis,]
ATTEST:
Maria M. Stewart, Agency Secretary