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HomeMy WebLinkAboutSA Reso 2015-002 Issuance & Sale of Subordinated Tax Allocation Refunding BondsRESOLUTION NO, SA- 2015 -002 RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AUTHORIZING THE ISSUANCE AND SALE OF SUBORDINATED TAX ALLOCATION REFUNDING BONDS, AND APPROVING THE FORM OF AN INDENTURE OF TRUST, BOND PURCHASE AGREEMENT, ESCROW AGREEMENTS AND RELATED DOCUMENTS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Redevelopment Agency of the City of Lake Elsinore (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 (commencing with Section 33000) of the Health and Safety Code of the State of California) (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 Rancho Laguna Redevelopment Project Area No. I (the "Project Area I ") of the Former Agency was adopted on September 30, 1980, pursuant to Ordinance No. 607, as subsequently amended 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, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. II (the "Project Area II ") of the Former Agency was adopted on July 11, 1983, pursuant to Ordinance No. 671, as subsequently amended 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, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. III (the "Project Area III "; and, together with the Project Area I and Project Area 11, the "Project Areas ") of the Former Agency was adopted on September 8, 1987, pursuant to Ordinance No. 815, as subsequently amended 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, as amended, have been duly complied with; and WHEREAS, the Former Agency previously entered into that certain Project Area No. I Loan Agreement with the Lake Elsinore Public Financing Authority (the "Authority ") dated as of January 1, 2011 pursuant to which the Authority loaned the proceeds of its Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A, to the Former Agency (the "Launch Ramp Project Loan ") and Successor Agency Resolution No. SA 2015 -002 Page Page 2 of 5 the Former Agency pledged its tax increment revenues from Project Area I as the security for the repayment of the Launch Ramp Project Loan (the "Launch Ramp Project Loan Obligation "); and WHEREAS, the Former Agency previously issued its $3,260,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No. 11) Series 2011 (the "Project Area II Agency Bonds ") and its $1,350,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No. 111) Series 2011 (the 'Project Area III Agency Bonds'; and, together with the Project Area 11 Bonds, the "Summerly Project Agency Bonds "), which were purchased by the Authority using proceeds of its Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (Summerly Project), 2011 Series A; and WHEREAS, the Summerly Project Agency Bonds and the Launch Ramp Project Loan Obligation are referred to collectively in this Resolution as the 'Refunded Obligations "; 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 Former Agency being dissolved as of February 1, 2012; and WHEREAS, the powers, assets and obligations of the Former Agency were transferred on February 1, 2012 to the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "); and WHEREAS, on or about June 27, 2012; AB1484 was adopted as a trailer bill in connection with the 2012 -13 California Budget; and WHEREAS, California Health and Safety Code Section 34177.5(a) 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 shall 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 shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency desires to issue its Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 (the "2015 Bonds ") for the purpose of refunding the Refunded Obligations and to achieve debt service savings; and Successor Agency Resolution No. SA 2015 -002 Page Page 3 of 5 WHEREAS, the Successor Agency wishes at this time to approve all matters relating to the issuance and sale of the 2015 Bonds. NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Subject to the provisions of the Indenture referred to in Section 2 hereof, the issuance of the 2015 Bonds in the aggregate principal amount not to exceed Ten Million Dollars ($10,000,000). on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The 2015 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 2015 Bonds shall be applied as provided in the Indenture. The 2015 Bonds may be issued as a single issue, or from time to time in separate series, as the Successor Agency shall determine. The 2015 Bonds shall 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 (the 'Bond Law "). The approval of the issuance of the 2015 Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of 2015 Bonds, without the need for any further approval from the Oversight Board. Section 2. The Indenture of Trust in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein (the "Indenture "), is hereby approved. The Chair of the Successor Agency, the Executive Director of the Successor Agency, the Administrative Services Director of the Successor Agency and the Secretary of the Successor Agency are each hereby authorized and directed to execute and deliver the Indenture in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by the Chair, said execution being conclusive evidence of such approval. Section 3. 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 2015 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 Financial Advisor (defined below) in developing financing proposals and the Successor Agency shall make the work product of the Financial Advisor available to the California Department of Finance at its request under the provisions of Health and Safety Code Section 34177.5(h). Section 4. (a) The Bonds may be sold by negotiated sale pursuant to the Bond Purchase Contract between the Successor Agency and Stifel, Nicolaus & Company, Incorporated (the "Underwriter ") with respect to the 2015 Bonds in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, and the same is hereby approved. The Executive Director of the Successor Agency Resolution No, SA 2015 -002 Page Page 4 of 5 Successor Agency and the Administrative Services Director of the Successor Agency are each hereby authorized and directed to execute the Bond Purchase Contract in the form presented at this meeting with such changes, insertions and omissions as may be approved by the Executive Director or the Administrative Services Director, said execution being conclusive evidence of such approval; provided, however, that the Bond Purchase Contract shall be signed only if the terms of the agreement are such that (i) the total interest cost to maturity on the 2015 Bonds plus the principal amount of the 2015 Bonds will not exceed the total remaining interest cost to maturity on the Refunded Obligations plus the principal amount of the Refunded Obligations, and (ii) the principal amount of the 2015 Bonds will not exceed the amount required to defease the Refunded Obligations, to establish a customary debt service reserve fund, and to pay related costs of issuance. (b) As an alternative to the sale of the Bonds through a public offering authorized in paragraph (a), the 2015 Bonds may be sold on a private placement basis through Stifel, Nicolaus & Company, Incorporated, acting as private placement agent (the 'Private Placement Agent'), if a private placement of the 2015 Bonds will produce lower interest rates (and therefore greater savings) than are available through a public offering of the 2015 Bonds, in the opinion of, and upon recommendation of, the Financial Advisor, which recommendation is agreed to by, the Executive Director or the Finance Director, so long as the interest rate savings specified in paragraph (a) are achieved through said private placement of the 2015 Bonds, and so long as the compensation to the Private Placement Agent through a private placement of the Bonds does not exceed the amount approved by the Executive Director. Section 5. The Escrow Agreements in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, are hereby approved. The Executive Director, the Administrative Services Director and the Secretary of the Successor Agency are each hereby authorized and directed to execute and deliver the Escrow Agreements in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by the Executive Director, said execution being conclusive evidence of such approval. Section 6. The Chair of the Successor Agency, the Executive Director of the Successor Agency, the Deputy Executive Director of the Successor Agency, the Administrative Services Director of the Successor Agency, the Finance Officer of the Successor Agency, the Secretary of the Successor Agency, and any other proper officer of the Successor Agency (the "Authorized Officers "), acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments, relating to the 2015 Bonds, and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, the Bond Purchase Contract, the Escrow Agreements, this Resolution and any such agreements. Section 7. Each of the Authorized Officers, acting alone, is hereby authorized to negotiate the terms of a commitment for a policy of bond insurance and a commitment for a debt service reserve fund surety bond (each a "Commitment') from Successor Agency Resolution No. SA 2015 -002 Page Page 5 of 5 one or more municipal bond insurance companies (an "Insurer ") and, if such officer determines that the acquisition of an insurance policy and /or a surety bond from an Insurer will result in net interest rate savings, to pay the insurance premium of for such policy and surety bond from the proceeds of the 2015 Bonds and to approve changes to the Indenture to the extent necessary to conform to the terms of the Commitments. Section 8. MUFG Union Bank, N.A. is hereby appointed as Trustee, Stradling Yocca Carlson & Rauth, a Professional Corporation is hereby appointed as Bond Counsel and Disclosure Counsel, Urban Futures, Inc. is appointed as Financial Advisor and Stifel, Nicolaus & Company, Incorporated is hereby appointed as Underwriter. Section 9. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the Successor Agency of the Redevelopment Agency of the City of Lek Elsinore held this 12'" day of May, 2015. Lake Elsinore AT TEST: Virginia J loom, ecretary APPROVED AS TO FORM: Barbar Leibold, Successor Agency Counsel Chairperson :ncy of the it Agency of the City of STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Virginia J. Bloom, Clerk of the Board of the Successor Agency of the Redevelopment Agency for the City of Lake Elsinore, California, hereby certify that Resolution No. SA 2015 -002 was adopted by the Successor Agency, at a regular meeting held on the 12th day of May 2015, and that the same was adopted by the following vote: AYES: Agency Member Johnson, Vice Chair Tisdale, Agency Member Magee, Agency Member Hickman and Chair Manos NOES: None ABSENT: None ABSTAIN: None �. r f Virginia J Bloo lerk of the Board