HomeMy WebLinkAboutOB Reso No 2017-005 Approving Issuance & Sale of Third Lien Tax Allocation BondsRESOLUTION NO. 2017 -005
_ A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF
THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA
APPROVING THE ISSUANCE AND SALE OF THIRD LIEN TAX ALLOCATION
BONDS BY THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF
THE CITY OF LAKE ELSINORE AND AUTHORIZING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the Redevelopment Agency of the City of Lake Elsinore (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, pursuant to California Assembly Bill X1 26, which amended provisions of the Law,
and the California Supreme Court's decision in California Redevelopment Association v.
Matosantos, the Former Agency was dissolved on February 1, 2012 in accordance with
California Assembly Bill X1 26 approved by the Governor of the State of California on June 28,
2011 (as amended, the Dissolution Act), and on February 1, 2012, the Successor Agency of the
Redevelopment Agency of the City of Lake Elsinore (Successor Agency), in accordance with
and pursuant to the Dissolution Act, assumed the duties and obligations of the Former Agency
as provided in the Dissolution Act, including, without limitation, the obligations of the Former
Agency under the Summerly Disposition and Development Agreement (DDA), the Existing
Bonds (as defined in the Indenture) and the related documents to which the Former Agency was
a party; and
WHEREAS, the Former Agency previously entered into that certain Amended and Restated
DDA by and among the Former Agency, McMillin Summerly LLC (Developer), and Civic
Partners - Elsinore LLC (Master Developer) dated as of March 8, 2011 (Amended and Restated
DDA), and the Successor Agency subsequently entered into that certain Second
Implementation Agreement dated as of January 24, 2017, by and among the Successor
Agency, the Developer and the Master Developer (Implementation Agreement; and, together
with the Amended and Restated DDA, Summerly DDA); and
WHEREAS, the Summerly DDA, specifically Sections 602.2, 604.2 and 605 of the Amended
and Restated DDA, requires the Successor Agency to make certain payments to the Developer
and the Master Developer, subject to various conditions precedent set forth in the Summerly
DDA and based on calculations described in the Summerly DDA (DDA Payment Obligation);
and
WHEREAS, the DDA Payment Obligation was confirmed by the Successor Agency, the
Developer and the Master Developer in the Implementation Agreement; and
WHEREAS, the Implementation Agreement also confirms the Successor Agency's obligation to
issue bonds to finance the DDA Payment Obligation; and
WHEREAS, the Implementation Agreement was approved by the Oversight Board and by the
Department of Finance; and
OB Reso. No. 2017 -005
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WHEREAS, at the request of the Successor Agency, pursuant to Health and Safety Code
Section 34177.5(i), the Department of Finance issued a Final and Conclusive Determination
dated November 19, 2017, with respect to the DDA Payment Obligation; and
WHEREAS, Section 34177.5 of the California Health and Safety Code authorizes the
Successor Agency to undertake proceedings for the issuance of bonds and other indebtedness
obligations, pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the Government Code (Refunding Law), subject to the conditions and
restrictions contained in said Section 34177.5; and
WHEREAS, said Section 34177.5(a)(4) of the California Health and Safety Code expressly
authorizes the Successor Agency to issue bonds to make payments under enforceable
obligations, such as the Summerly DDA, when the enforceable obligations include the
irrevocable pledge of property tax increment and the obligation to issue bonds secured by that
pledge; and
WHEREAS, pursuant to Section 34177.5(a)(4) of the California Health and Safety Code, the
Successor Agency may pledge to the bonds issued to finance an enforceable obligation the
property tax revenues and other funds described in the enforceable obligation, and that pledge,
when made in connection with the issuance of the bonds, shall be valid, binding, and
enforceable in accordance with its terms; and
WHEREAS, Section 606 of the Amended and Restated DDA sets forth an express pledge of
certain tax increment revenues from the Project Areas to secure the Successor Agency's DDA
Payment Obligation; and
WHEREAS, Section 607 of the Amended and Restated DDA requires the Successor Agency to
use reasonable efforts to issue bonds upon the written request of the Developer and /or the
Master Developer to finance the DDA Payment Obligation; and
WHEREAS, as required by Section 607 of the Amended and Restated DDA, following receipt of
written requests by the Developer and Master Developer, the Successor Agency prepared and
submitted to Developer and Master Developer a proposal to issue bonds to finance the
Successor Agency's DDA Payment Obligation and the Developer and Master Developer
expressly approved the Successor Agency's financing proposal in writing; and
WHEREAS, in order to provide moneys to finance the Successor Agency's DDA Payment
Obligation, the Successor Agency desires to issue its Successor Agency of the Redevelopment
Agency of the City of Lake Elsinore (Rancho Laguna Redevelopment Project Areas No. II and
No. III) Third Lien Tax Allocation Bonds, Series 2017A (2017A Bonds) and its Successor
Agency of the Redevelopment Agency of the City of Lake Elsinore (Rancho Laguna
Redevelopment Project Areas No. II and No. III) Third Lien Tax Allocation Bonds, Series 2017B
(Federally Taxable) (2017B Bonds; and, together with the 2017A Bonds, 2017 Bonds); and
WHEREAS, the 2017 Bonds will be issued pursuant to and in accordance with the provisions of
Section 34177.5(a)(4) of the California Health and Safety Code, the Law, the Dissolution Act
and the Refunding Law; and
WHEREAS, the 2017 Bonds, and any additional Parity Debt (defined in the Indenture), will be
payable from Pledged Tax Revenues (as defined in the Indenture), and the pledge of Pledged
Tax Revenues to the payment of the principal of and interest on the 2017 Bonds will, as
OB Reso. No. 2017 -005
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applicable, be on a basis subordinate to the Successor Agency's pledge of specific tax
increment revenues to the repayment of the Existing Bonds that remain outstanding after the
issuance of the 2017 Bonds, as well as payments required under the Pass - Through
Agreements and the Statutory Pass- Through Amounts; and
WHEREAS, the Successor Agency has previously approved all matters relating to the issuance
and sale of the 2017 Bonds; and
WHEREAS, the Oversight Board desires to approve all matters relating to the issuance and
sale of the 2017 Bonds as required by Sections 34177.5(f) and 34180 of the Health and Safety
Code of the State of California.
NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE
REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY
RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Each of the foregoing recitals is true and correct.
Section 2. The issuance by the Successor Agency of the 2017 Bonds in an aggregate
principal amount not to exceed $13,000,000.00 for the purpose of financing the DDA Payment
Obligation in accordance with Health and Safety Code Section 34177.5(a)(4) and the pledge of
property tax revenues to the 2017 Bonds pursuant to the Indenture approved by Section 2 of the
Successor Agency Resolution (as authorized by California Health and Safety Code Section
34177.5(a)(4)) are hereby approved as provided for in the Indenture. The 2017 Bonds may be
issued as a single issue, or from time to time in separate series, as the Successor Agency shall
determine. The approval of the issuance of the 2017 Bonds by the Successor Agency and the
Oversight Board shall constitute the approval of each and every separate series of 2017 Bonds,
without the need for any further approval from the Oversight Board. The Successor Agency
may change the official name of the 2017 Bonds to reflect the year in which the 2017 Bonds are
actually issued.
Section 3. The Successor Agency is authorized and directed to prepare, approve and
execute such other documents, including, as necessary, a Bond Purchase Agreement, an
Official Statement, a Continuing Disclosure Certificate and any additional agreements as may
be required to carry out the purposes hereof without the need for any further approval from the
Oversight Board.
Section 4. The Chairman of the Oversight Board and the other officers and members of staff
having responsibility for the affairs of the Successor Agency are hereby authorized to execute
such documents and certificates necessary to assist the Successor Agency in the issuance of
the Bonds.
Section 5. Pursuant to the provisions of California Health and Safety Code Section
34177.5(f), the Successor Agency is expressly authorized to recover its related costs in
connection with the transaction approved hereby, irrespective of whether the 2017 Bonds are
issued.
Section 6. This Resolution shall take effect immediately upon its adoption
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Passed, Approved and Adopted on this 23rd day of October, 2017.
Attest:
C ,J6z'4Ad�zl
Susan . Domen, MMC
Secretary
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF LAKE ELSINORE )
I, Susan M. Domen, MMC, Secretary of the Oversight Board to the Successor Agency of the
Redevelopment Agency of the City of Lake Elsinore, California, do hereby certify that Resolution
No. 2017 -005 was adopted by the Oversight Board of the City of Lake Elsinore, California, at the
Special meeting of October 23, 2017, and that the same was adopted by the following vote:
AYES: Members Jeffries, Lassey, Sanchez, and Phil Williams; Vice Chair Tisdale and
Chair Kelley
NOES: None
ABSENT: Member Michael Williams
ABSTAIN: None
Susan M. Domen, MMC
Secretary