RESOLUTION NO. ___ (SA)
RESOLUTION OF THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA
MONICA AUTHORIZING THE ISSUANCE AND SALE OF
TAX ALLOCATION REFUNDING BONDS IN AN AMOUNT
OF NOT TO EXCEED $58,000,000, AND APPROVING THE
FORM OF AN INDENTURE OF TRUST, A FORM OF
ESCROW AGREEMENT, AND A FORM OF BOND
PURCHASE AGREEMENT, AND AUTHORIZING CERTAIN
OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the Redevelopment Agency for the City of Santa Monica (the “Former Agency”) was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California (commencing with Section 33000) including for all purposes the Community Redevelopment Financial Assistance and Disaster Project Law (commencing with Section 34000 of the Health and Safety Code) (collectively, the “Law”), and the powers of the Former Agency included the power to issue bonds for any of its corporate purposes; and
WHEREAS, a redevelopment plan for the Santa Monica Earthquake Recovery Redevelopment Project (the “Project Area”) within the City of Santa Monica, California (the “City”) was adopted and approved, and amended from time to time (as so amended, the “Redevelopment Plan”), in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, have been duly complied with; and
WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 (the “Dissolution Act”) and ABx1 27 (the “Opt-in Bill”); and
WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt-in Bill, resulting in the dissolution of the redevelopment component of the Former Agency as of February 1, 2012; and WHEREAS, the Former Agency’s redevelopment powers, assets and obligations were transferred on February 1, 2012 to the Successor Agency to the Redevelopment Agency of the City of Santa Monica (the “Successor Agency”); and
WHEREAS, on or about June 27, 2012, the Dissolution Act was amended pursuant to AB1484, adopted as a trailer bill in connection with the 2012-13 California Budget; and WHEREAS, prior to its dissolution, the Former Agency issued the following bonds, among others, to finance and refinance redevelopment activities within or of benefit to the Project Area (collectively, the “Prior Bonds”): (i) the Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project 2006 Tax Allocation Refunding Bonds, Series A; and (ii) the Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project 2011 Tax Allocation Bonds; and
2 WHEREAS, Section 34177.5(a)(1) of the Health and Safety Code authorizes successor agencies to refund outstanding bonds or other indebtedness provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness, plus the principal amount of the refunding bonds or other indebtedness, does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded, plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defease the bonds or other indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance (collectively, the “Savings Parameters”); and
WHEREAS, the Successor Agency now desires to authorize and approve the issuance of one or more series of tax allocation refunding bonds (the “2026 Bonds”) in an aggregate principal amount sufficient to refund all or a portion of the Prior Bonds, and to irrevocably set aside proceeds of the 2026 Bonds in one or more separate escrow funds or accounts which will be used to refund the outstanding Prior Bonds being refunded, to pay costs in connection with the issuance of the 2026 Bonds and to make certain other deposits as required by the Indenture (as defined below); and WHEREAS, the Successor Agency has caused its municipal advisor, Urban Futures, Inc. (the “Municipal Advisor”), to prepare an analysis (the “Municipal Advisor Work Product”) to demonstrate that the issuance of the 2026 Bonds to refund the Prior Bonds will meet the Savings Parameters; and
WHEREAS, the 2026 Bonds will be secured by a pledge of property tax revenues authorized by Section 34177.5(a) and (g) of the Health and Safety Code, and will be issued pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; and
WHEREAS, the Successor Agency wishes to approve matters relating to the issuance and sale of the 2026 Bonds; and
WHEREAS, the Successor Agency previously adopted a Debt Management Policy that complies with Section 8855(i) of the California Government Code (the “Debt Management Policy”), and the sale and issuance of the 2026 Bonds as contemplated by this Resolution complies with the Debt Management Policy; and
WHEREAS, good faith estimates of certain information relating to the 2026 Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by Section 5852.1 of the Government Code; such estimates were provided by the Municipal Advisor based on preliminary bond pricing information provided by Stifel, Nicolaus & Company, Incorporated, as the underwriter of the 2026 Bonds;
NOW THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF SANTA MONICA, DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. All of the recitals herein contained are true and correct and the Successor Agency so finds.
3 Section 2. The Successor Agency hereby finds that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters as a result of the use of proceeds of the 2026 Bonds to refund the Prior Bonds as described herein, as evidenced by the Municipal Advisor Work Product, which Municipal Advisor Work Product is hereby approved.
Section 3. Subject to the provisions of the Indenture referred to in Section 2 hereof, the issuance of the 2026 Bonds, in one or more series, on a taxable or tax-exempt basis, and from time to time, in an aggregate principal amount of not to exceed $58,000,000, or such lesser amount as is sufficient to refund all or a portion of the Prior Bonds for the purpose of achieving debt service savings in accordance with the Savings Parameters and the pledge of property tax revenues to the 2026 Bonds pursuant to the Indenture approved by Section 2 of this Resolution (as authorized by Code Section 34177.5(a) and (g) of the Health and Safety Code) is hereby approved on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture. The 2026 Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, 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. The proceeds of the sale of the 2026 Bonds shall be applied as provided in the Indenture. The 2026 Bonds may be issued as a single issue, or from time to time, in separate series of taxable or tax-exempt bonds, as the Successor Agency shall determine.
The approval of the issuance of the 2026 Bonds by the Successor Agency and the Los Angeles County Third Supervisorial District Consolidated Oversight Board (the “Oversight Board”) shall constitute the approval of each and every separate series of 2026 Bonds and the sale of the 2026 Bonds at a public or private sale, without the need for any further approval from the Oversight Board.
Section 4. The form of the Indenture of Trust (the “Indenture”) presented herewith, providing for the issuance of the 2026 Bonds, is hereby approved. The City Manager and the Finance Director of the City, or their respective written designee (each an “Authorized Officer” and collectively, the “Authorized Officers”), acting on behalf of the Successor Agency, are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Indenture, in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof. If the Bonds are to be sold in separate series at different times, each of the Authorized Officers is hereby authorized and directed in the name of the Successor Agency to execute any supplement to the Indenture to provide for the issuance of such series of 2026 Bonds consistent with the terms of the Resolution.
Each of the Authorized Officers is hereby authorized and directed to execute and countersign each of the 2026 Bonds on behalf of the Successor Agency, either manually or in facsimile, and such signing as herein provided shall be a sufficient and binding execution of the 2026 Bonds on behalf of the Successor Agency. In case either of such officers whose signature appears on the 2026 Bonds shall cease to be such officer before the delivery of the 2026 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as though such officer had remained in office until the delivery of the 2026 Bonds.
Section 5. The form of Escrow Agreement presented herewith is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver one or more Escrow Agreements for each of the Prior Bonds in substantially said form, with such changes therein as the Authorized Officer executing the 4 same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer.
Section 6. The form of the Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Successor Agency and Stifel, Nicolaus & Company, Incorporated, as underwriter, in the form presented herewith is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer; provided, however, that the Bond Purchase Agreement shall be signed only if the underwriter’s discount (exclusive of original issue discount) does not exceed 0.70% of the principal amount of the 2026 Bonds and shall be consistent with the parameters for the sale of the 2026 Bonds set forth in this Resolution.
Section 7. Anzel Galvan LLP is hereby approved and appointed as Bond Counsel and Disclosure Counsel, Urban Futures, Inc. is hereby approved and appointed as Municipal Advisor, and HDL Coren & Cone is hereby appointed as Fiscal Consultant. Each of the Authorized Officers, acting alone, is hereby authorized and directed to execute agreements with said firms and companies, in forms as shall be approved by an Authorized Officer. Additionally, U.S. Bank Trust Company, National Association is hereby appointed as Trustee and Escrow Agent, and Stifel, Nicolaus & Company, Incorporated is hereby selected as the underwriter of the 2026 Bonds, each to provide such services and any other related services as may be required to issue the 2026 Bonds and to defease and/or refund the Prior Bonds.
Section 8. The Successor Agency hereby certifies that the Debt Management Policy complies with Section 8855(i) of the Government Code, and that the refunding of the Prior Bonds as described in this Resolution and its obligations under the Indenture as contemplated by this Resolution are in compliance with the Debt Management Policy, and to the extent the sale and issuance of the 2026 Bonds is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy. The Successor Agency further instructs Anzel Galvan LLP, as Bond Counsel, on behalf of the Successor Agency, with respect to the 2026 Bonds, (a) to cause notices of the proposed sale and final sale of the 2026 Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Section 8855 of the Government Code, and (b) to certify, on behalf of the Successor Agency, that the Debt Management Policy complies with Section 8855(i) of the Government Code in the notice of proposed sale filed pursuant to said Section 8855.
Section 9. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record, that the Successor Agency has made diligent efforts to ensure that the lowest long-term cost financing will be obtained for the 2026 Bonds, that the financing shall not provide for any bullets or spikes and shall not use variable rates and that the Successor Agency has retained the Municipal Advisor in developing financing proposals. The Successor Agency hereby further authorizes and the directs the City Clerk of the City, as Secretary of the Successor Agency, to file the Municipal Advisor Work Product, together with a certified copy of this Resolution, with the Oversight Board, and, as provided in Section 34180(j) of the Health and Safety Code, with the Los Angeles County Administrative Officer, the Los Angeles County Auditor-Controller, and the California Department of Finance.
5 Section 10. Each of the Authorized Officers and other appropriate officers of the Successor Agency, acting alone, is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts that they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 2026 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2026 Bonds, the Indenture, the Escrow Agreements, the Bond Purchase Agreement, each in order to facilitate the issuance of the 2026 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, to amend any of the legal documents entered in connection with the Prior Bonds in order to effectuate the defeasance and refunding of such Prior Bonds, to execute irrevocable refunding instructions with respect to the Prior Bonds, to secure municipal bond insurance for any or all of the 2026 Bonds and/or a debt service reserve policy to fund any reserve account or fund established for the 2026 Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to request subordination of any amounts required to be paid to an affected taxing entity to any or all of the 2026 Bonds, as the Authorized Officer may require or approve, in consultation with Bond Counsel and the Successor Agency’s municipal advisor, and any such actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved.
Section 11. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.
Section 12. This Resolution shall take effect immediately upon its adoption and the City Clerk, as Secretary of the Successor Agency, shall certify the vote adopting this resolution.
APPROVED AS TO FORM:
Heidi Von Tongeln
Interim Successor Agency General
Counsel
Adopted and approved by the Successor Agency to the Redevelopment Agency for the City of Santa Monica, this 13th day of January 2026.
Caroline Torosis
Chair
6 I, ______________, City Clerk of the City of Santa Monica, as Secretary of the Successor Agency to the Redevelopment Agency of the City of Santa Monica, do certify that the foregoing Resolution was duly adopted at the meeting of the Successor Agency to the Redevelopment Agency of the City of Santa Monica held on January 13th, 2026, by the following vote AYES:
NOES:
ABSENT:
ABSTAINED:
ATTESTED:
______________
Secretary
A-1
EXHIBIT A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the 2026 Bonds in accordance with Section 5852.1 of the Government Code. Such good faith estimates have been provided to the Successor Agency by their Municipal Advisor, Urban Futures, Inc., in consultation with Stifel, Nicolaus & Company, Incorporation, the underwriter of the 2026 Bonds.
Principal Amount. The Municipal Advisor has informed the Successor Agency that, based on the Successor Agency’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2026 Bonds to be issued and sold is $51,515,000 (the “Estimated Principal Amount”).
True Interest Cost of the 2026 Bonds. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the 2026 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2026 Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2026 Bonds, is 3.62%.
Finance Charge of the 2026 Bonds. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the 2026 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the Successor Agency (meaning the cost of the insurance premium will be less than the reduced interest cost to the Successor Agency), its good faith estimate of the finance charge for the 2026 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2026 Bonds), is $734,661.
Amount of Proceeds to be Received. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the 2026 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Successor Agency for sale of the 2026 Bonds, less the finance charge of the 2026 Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the 2026 Bonds, is $55,685,040.
Total Payment Amount. The Municipal Advisor has informed the Successor Agency that, assuming that the Estimated Principal Amount of the 2026 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Successor Agency will make to pay debt service on the 2026 Bonds, plus the finance charge for the 2026 Bonds, as described above, not paid with the proceeds of the 2026 Bonds, calculated to the final maturity of the 2026 Bonds, is $71,813,101, which excludes any reserves or capitalized interest paid or funded with proceeds of the 2026 Bonds (which may offset such total payment amount). The Municipal Advisor has informed the Successor Agency that such total estimated payments would result in a savings in debt service of approximately $12.2 million.
The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the A-2
2026 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the 2026 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of 2026 Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the 2026 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the 2026 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the Successor Agency’s financing plan, or a combination of such factors.