r-531RESOLUTION NUMBER 531 RAS
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
SANTA MONICA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$41,050,000 PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS ON
CERTAIN TERMS AND CONDITIONS, APPROVING A CONTINUING
DISCLOSURE CERTIF[CATE; APPROVING THE FORM AND DISTRIBUTION
OF A PRELIMINARY OFFICIAL STATEMENT AND FINANCING
DOCUMENTS, AUTHORIZING CERTAIN OTHER OFFICIAL ACTIONS AND
PROVIDING FOR OTHER MATTERS RELATING THERETO
WHEREAS, the Redevelopment Agency of the City of Santa Monica (herein referred to as
the "Agency"} is a 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) including for all purposes the Community Redevelopment Financial Assistance and
Disaster Project Law, as then constituted (commencing with Section 34000 of the Health and Safety
Code) (collectively, the "Law"), and the powers of the Agency include the power to issue bonds for
any of its corporate purposes; and
WHEREAS, a redevelopment plan for the Earthquake Recovery Redevelopment Project, ih
the City of Santa Monica (the "Redevelopment Project"), has been adopted in compliance with all
requirements of the Law; and
WHEREAS, the Agency has previously issued its Earthquake Recovery Redevelopment
Project 2006 Tax Allocation Refunding Bonds, Series A and its Earthquake Recovery
Redevelopment Project 2006 Taxable Tax Allocation Refunding Bonds, Series B (collectively, the
"2006 Bonds") pursuant to an Indenture of Trust and First Supplement to Indenture of Trust dated as
of April 1, 2006 (collectively, the "Existing Indenture"); and
WHEREAS, the Agency wishes at this time to issue its not to exceed $41,050,000 aggregate
principal amount of tax allocation bonds to be designated "Redevelopment Agency of the City of
Santa Monica, Earthquake Recovery Redevelopment Project, 2011 Tax Allocation Bonds" (the
"2011 Bonds") on a parity with the 2006 Bonds for the purpose of providing additional funds to
finance the Redevelopment Project; and
WHEREAS, the 2011 Bonds, when issued, will be secured by a pledge of and lien on the tax
increment revenues from the Redevelopment Project; and
WHEREAS, proceeds of the 2011 Bonds will be used (i) to provide funds to finance
redevelopment activities of and related to the Redevelopment Project; (iii) to fund a reserve account
or otherwise satisfy the reserve requirement with respect to the 2011 Bonds; and (iv) to pay the costs
of issuing the 2011 Bonds; and
WHEREAS, there has been placed on file with the Agency Secretary and filed with this
Board the forms of the Second Supplement to Indenture of Trust providing for the issuance of the
2011 Bonds, the Preliminary Official Statement relating to the 2011 Bonds, the Continuing
Disclosure Certificate (which is attached as an Appendix to the Preliminary Official Statement), and
a Bond Purchase Agreement among the Agency, the Santa Monica Public Financing Authority (the
"Authority") and E. J. De La Rosa & Co, Inc., as representative of itself and Wells Fargo Bank,
National Association (collectively, the "Underwriter"), pursuant to which the Agency may sell the
2011 Bonds to the Authority for concurrent resale to the Underwriter pursuant to the terms of the
Underwriter's offer to purchase the 2011 Bonds, all on the terms and conditions set forth therein; and
WHEREAS, the Agency desires to authorize the issuance and sale of the 2011 Bonds upon
the terms and conditions hereinafter set forth;
WHEREAS, the issuance of the 2011 Bonds is not a "project" within the meaning of the
California Environment Quality Act ("CEQA"), specifically CEQA Guidelines section 15378, and
thus is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3).
NOW, THEREFORE, BE IT RESOLVED, by the Agency acting by and through its
Governing Board (the "Board") as follows:
SECTION 1. Issuance of 2011 Bonds. Pursuant to the Indenture (hereinafter defined), the
2011 Bonds in an aggregate principal amount of not to exceed $41,050,000 are hereby authorized to
be issued. The form of 2011 Bonds presented to this Board as Exhibit A to the Indenture is hereby
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approved and shall be executed by the manual or facsimile signature of the Chair, Executive Director
or Treasurer, or their respective written designee (each an "Authorized Officer") and attested by the
manual or facsimile signature of the Secretary; the seal of the Agency may be reproduced thereon.
SECTION 2. Approval of Indenture. The proposed form of Second Supplement to
Indenture of Trust (the "Indenture"), between the Agency and Union Bank, N.A., as trustee (the
"Trustee") in the form presented to this Board, is hereby approved. Each of the Authorized Officers
are hereby authorized and directed to execute and deliver, and the Secretary is hereby authorized and
directed to attest the Indenture in said form, with such additions thereto or changes therein as are
approved by such Authorized Officer after consultation with, and approval by, Bond Counsel and
General Counsel (including. without limitation any amendments to the Existing Indenture as may be
permitted under the terms of the Indenture and reasonably necessary or appropriate to facilitate the
issuance of the Bonds), the approval of such additions or changes to be conclusively evidenced by
the execution and delivery of the Indenture by any one of the Authorized Officers.
SECTION 3. Approval of Official Statement. The form of Preliminary Official Statement
relating to the 2011 Bonds presented to this Board is hereby approved, with such changes from the
Preliminary Official Statement as may be approved by the Authorized Officer deeming such
document final after consultation with Disclosure Counsel and General Counsel, such Authorized
Officer's execution of a certificate deeming such document final to be conclusive evidence of the
approval thereof. The preparation of a final Official Statement relating to the 2011 Bonds is hereby
approved and each of the Authorized Officers is hereby authorized and directed, for and in the name
and on behalf of the Agency, to execute and deliver a final Official Statement containing such
changes from the Preliminary Official Statement as may be approved by the officer executing the
same after consultation with Disclosure Counsel and General Counsel and the distribution of such
Preliminary and final Official Statement in connection with the sale of the 2011 Bonds is hereby
authorized. Each of the Authorized Officers is also authorized to deem the Preliminary Official
Statement final within the meaning of Rule 15c2-12 (the "Rule") of the Securities Exchange Act of
1934, excepting only such information as is permitted under the Rule, and to execute an appropriate
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certificate stating the Agency's determination that the Preliminary Official Statement has been
deemed final within the meaning of such Rule.
SECTION 4. Approval of Purchase Agreement. The form of Purchase Contract (the
"Purchase Agreement") presented to this Board by and among the Agency, the Authority and the
Underwriter and the sale of the 2011 Bonds by the Agency to the Authority for concurrent resale to
the Underwriter pursuant thereto upon the terms and conditions set forth therein is hereby approved,
and subject to such approval and subject to the provisions hereof, each of the Authorized Officers are
hereby authorized and directed to evidence the Agency's acceptance of the offers made by the
Purchase Agreement by executing and delivering the Purchase Agreement in said form with such
changes therein as the officer executing the same may approve and such matters as are authorized by
this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof by
any one of the foregoing officers.
SECTION 5. The Authorized Officers to Establish Final Terms of Issuance of 2011 Bonds.
The Board hereby authorizes each of the Authorized Officers to establish and determine (i) the final
principal amount of the 2011 Bonds, not to exceed $41,050,000; (ii) the final interest rates on various
maturities of the 2011 Bonds, not to exceed a true interest cost of 7.75% per annum; and (iii) the
Underwriter's discount for the purchase of the 2011 Bonds, not to exceed 0.70% of the principal
amount of the 2011 Bonds.
SECTION 6. Approval of Continuing Disclosure Certificate. The Agency hereby approves
the Continuing Disclosure Certificate in substantially the form presented to this Board, together with
any additions thereto or changes therein as may be necessary to conform the terms of the Continuing
Disclosure Certificate to the terms thereof described in the final Official Statement deemed necessary
or advisable by the Authorized Officers. Each of the Authorized Officers is hereby authorized and
directed to execute the final form of the Continuing Disclosure Certificate for and in the name and on
behalf of the Agency.
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SECTION 7. Professional Services. The Agency hereby affirms the engagement of bond
counsel, disclosure counsel, the fiscal consultant and the financial advisor to act in connection with
the Bonds pursuant to existing arrangements among the parties.
SECTION 8. Official Actions. Each of the Authorized Officers, the Secretary, the General
Counsel and any and all other officers of the Agency are hereby authorized and directed, for and in
the name and on behalf of the Agency, to do any and all things and take any and all actions,
including execution and delivery of any and all assignments, certificates, documents (including,
without limitation, the securing of the 2006 Bond municipal bond insurer's consent to any
amendments to the Existing Indenture or other arrangements with the Agency as may be reasonably
necessary or appropriate to facilitate the issuance of the Bonds, and the payment of insurer's fees and
expenses related thereto), procurement of municipal bond insurance for the 2011 Bonds if such
insurance would reduce the costs of borrowing and the payment of all costs of issuance of the 2011
Bonds, including, but not limited to, the fees and expenses of bond counsel, disclosure counsel, the
financial advisor, the fiscal consultant, fhe Trustee (as provided in the Indenture), the Underwriter (as
provided in the Purchase Agreement), any rating agency rating the 2011 Bonds, the printer and any
other fees or expenses necessary or appropriate to facilitate the issuance of the 2011 Bonds in
accordance with this Resolution. Additionally, the Authorized Officers are each hereby authorized
and directed to take any action with respect to (i) Cooperation Agreement No. 9267 for Payment of
Costs Associated with Certain RDA Funded Capital Improvement and Affordable Housing Projects,
and any agreements amending or implementing such Cooperation Agreement (collectively, the
"Cooperation Agreement"), (ii) any loan or loans from the City or other arrangements between the
Agency and the City for the benefit of the Redevelopment Project (including those certain
Promissory Notes of the Agency dated December 14, 2004, as amended or supplemented and the
purchase and sale agreement related thereto), and/or (iii) that certain Credit Agreement between the
Agency and Bank of America, N.A. dated as of May 1, 2008 and Credit Agreement between the
Agency and Wells Fargo Bank, National Association dated as of March 11, 2011 (collectively, the
Bank Loans"), and (iv) any other payment obligation of the Agency to third parties, including the
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subordination of any such payment obligations to the repayment of the 2011 Bonds and other Parity
Debt issued under the Indenture; with the advice of General Counsel, as may be necessary or
desirable to facilitate the issuance of the 2011 Bonds. The Agency hereby finds and determines that
the issuance of the Bonds, and the Agency's entering into the Cooperation Agreement and the Bank
Loans does not and will not materially adversely affect the Agency's ability to perform its
obligations under the Promissory Notes referenced above.
SECTION 9. Effective Date. This resolution shall take effect from and after the date of its
passage and adoption.
THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED TE
GOVERNING BOARD OF THE CITY OF SANTA MONICA REDEVELOPMF~ -.ICY
VOTE: ~~ DAY OF , 2011, BY THE FOLLO°~+~ ~t.-CALL
AYES:
NOES:
ABSTAIN:
ABcF>\1T.
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CHAIR
CLERK
APPROVED/ AS TO FORM:
fr~l ~ `~~1G ~
MA SHA ~ ES MOU RIE
Ag cy Co n el
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Adopted and approved this the 24th day of May, 2011.
Richard Bloom, Chair
Maria M. Stewart, City Clerk of Santa Monica, do hereby certify that the
foregoing Resolution No. 531 (RAS) was duly adopted at a special meeting of the
Redevelopment Agency held on the 24th day of May, 2011, by the following vote:
Ayes: Agency members: Holbrook, McKeown, O'Connor, Shriver
Chair Pro Tem Davis, Chair Bloom
Noes: Agency members: None
Absent: Agency members:, O'Day
ATTEST:
Maria M. Stewart, Agency Secretary