Loading...
HomeMy WebLinkAboutSA Reso 2019-04 Project Area No. 1 and 2 Loan Agreement SA FFA & Escrow AgreementRESOLUTION NO. 2019 -004 RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF A PROJECT AREA NO. I LOAN AGREEMENT AND A PROJECT AREA NO. 11 LOAN AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND THE LAKE ELSINORE FACILITIES FINANCING AUTHORITY, AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT 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 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 and incur loans for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. I ( "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 for Project Area I, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. II ( "Project Area 11" and together with Project Area I, the "Project Areas ") 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 for Project Area 11, as amended, have been duly complied with; and WHEREAS, the Former Agency previously entered into (i) that certain Project Area No. I Loan Agreement (the "2010 Project Area I Loan Agreement ") with the Lake Elsinore Public Financing Authority (the "Public Financing Authority ") dated as of November 1, 2010, pursuant to which the Public Financing Authority loaned a portion of the proceeds of its 2010C Bonds (as defined below) to the Former Agency (the "2010 Project Area I Loan ") and the Former Agency pledged to the payment of the 2010 Project Area I Loan its certain tax increment revenues generated from Project Area I and (ii) that certain Project Area No. II Loan Agreement (the "2010 Project Area II Loan Agreement" and together with the Project Area I Loan Agreement, the "2010 Loan Agreements ") with the Public Financing Authority dated as of November 1, 2010, pursuant to which the Public Financing Authority loaned a portion of the proceeds of its 2010C Bonds to the Former Agency (the "2010 Project Area II Loan" and together with the 2010 Project Area Loan, the "2010 Loans ") and the Former Agency pledged to the payment of the 2010 Project Area II Loan certain tax increment revenues generated from Project Area 11; and WHEREAS, the Public Financing Authority previously issued its $29,435,00 initial aggregate principal amount Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (1999 Series A Refunding), 2010 Series C (the "2010C Bonds "); and SA Reso. No. 2019 -004 Page 2 of 6 WHEREAS, debt service on the 2010C Bonds is secured by payments from the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "), as successor to the Former Agency, under the 2010 Loan Agreements; and WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 (as amended from time to time, 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 Former Agency as of February 1, 2012; and WHEREAS, the Former Agency, including its redevelopment powers, assets and obligations, was transferred on February 1, 2012 to the Successor Agency; and WHEREAS, California Health and Safety Code Section 34177.5(a)(1) 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; and WHEREAS, California Health and Safety Code Section 34177.5(a)(1) further provides that a successor agency may pledge to the refunding bonds the revenues pledged to the bonds or other indebtedness being refunded, and that pledge, when made in connection with the issuance of such refunding bonds, shall have the same lien priority as the pledge of the bonds or other obligations to be refunded, and shall be valid, binding, and enforceable in accordance with its terms; and WHEREAS, the Successor Agency desires to provide for the prepayment in full of the 2010 Loans pursuant to Health and Safety Code Section 34177.5(a)(1) in order to refinance the 2010 Loans for savings; and WHEREAS, the prepayment of the 2010 Loans by the Successor Agency shall cause the defeasance and redemption of the 2010C Bonds by the Public Financing Authority; and WHEREAS, the Lake Elsinore Facilities Financing Authority (the "Authority ") has determined to issue its Lake Elsinore Facilities Financing Authority (Rancho Laguna Redevelopment Project Areas No. I and No. II) Tax Allocation Revenue Refunding Bonds, Series 2020A (the "Bonds ") in an aggregate principal amount sufficient to prepay the 2010 Loans, and to irrevocably set aside a portion of the proceeds of such Bonds in a separate segregated trust fund which will be used to prepay the 2010 Loans, to established customary debt service reserves, to pay costs in connection with the issuance of the Bonds and to make certain other deposits as required by the Indenture (as defined below); and WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act "); and SA Reso. No. 2019 -004 Page 3 of 6 WHEREAS, for the corporate purposes of the Successor Agency, the Successor Agency desires to incur at this time (i) a loan ( "the Project Area I Loan ") in an aggregate principal amount sufficient to prepay all or a portion of the 2010 Project Area I Loan, and to irrevocably set aside a portion of the proceeds of such Project Area I Loan in a separate segregated trust fund which will be used to prepay the outstanding 2010 Project Area I Loan, to pay costs in connection with the incurrence of the Project Area I Loan and to make certain other deposits as required by a loan agreement (the "Project Area I Loan Agreement ") between the Successor Agency and the Authority, providing for the Project Area I Loan; and (ii) a loan ( "the Project Area II Loan" and together with the Project Area I Loan, the "Loans ") in an aggregate principal amount sufficient to prepay all or a portion of the 2010 Project Area II Loan, and to irrevocably set aside a portion of the proceeds of such Project Area II Loan in a separate segregated trust fund which will be used to prepay the outstanding 2010 Project Area II Loan, to pay costs in connection with the incurrence of the Project Area II Loan and to make certain other deposits as required by a loan agreement (the "Project Area II Loan Agreement "; and, together with the Project Area I Loan Agreement, the "Loan Agreements "), between the Successor Agency and the Authority, providing for the Project Area II Loan; and WHEREAS, the Successor Agency's obligations under the Project Area I Loan and the Project Area II Loan shall be secured by a pledge of property tax revenues authorized by California Health and Safety Code Section 34177.5(a)(1) pursuant to the provisions of the Dissolution Act, the Law and the Bond Law, from Project Area I and Project Area II, respectively; and WHEREAS, the projects being financed or refinanced by the Bonds (collectively, the "Project ") are located within the boundaries of the Authority; and WHEREAS, the Successor Agency has prior to the consideration of this resolution held a public hearing on the financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 130 South Main Street, Lake Elsinore, California, on June 25, 2019; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in The Press - Enterprise, a newspaper of general circulation within the territorial jurisdiction of the Successor Agency; and WHEREAS, in compliance with Senate Bill 450 (Chapter 625 of the 2017 -2018 Session of the California Legislature), which added Section 5852.1 to the California Government Code, the Successor Agency has obtained from the Municipal Advisor required good faith estimates relating to the Loans and such estimates are disclosed and set forth in the staff report submitted to the Successor Agency Board herewith; and WHEREAS, the Successor Agency wishes at this time to approve matters relating to the execution and delivery of the Loan Agreements and the incurrence of the Loans. NOW THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Following a duly noticed and conducted public hearing, the Successor Agency hereby further finds and determines that there are significant public benefits to the citizens of the City through the use of the Act to assist the SA Reso. No. 2019 -004 Page 4 of 6 Successor Agency with respect to the subject matter hereof through the approval of the issuance of the Bonds and otherwise hereunder within the meaning of Section 6586(a) -(d), inclusive, of the Act. Section 2. Subject to the provisions of the Loan Agreements referred to in Section 3 hereof, the Loans, in an aggregate principal amount of not to exceed $9,000,000 with respect to the Project Area I Loan and $7,000,000 with respect to the Project Area II Loan, or such lesser amounts as is sufficient to refund all or a portion of the 2010 Loans for the purpose of achieving debt service savings in accordance with Health & Safety Code Section 34177.5(a)(1) and the pledge of property tax revenues to the Loans pursuant to the Loan Agreements approved by Section 3 of this Resolution (as authorized by California Health and Safety Code Section 34177.5(a)(1)) are hereby approved on the terms and conditions set forth in, and subject to the limitations specified in, the Loan Agreements. The Loans will bear interest at the rates, will mature on the date, will be incurred in the form, will be subject to redemption, and will be as otherwise provided in the Loan Agreements, as the same will be completed as provided in this Resolution. The proceeds of the Loans shall be applied as provided in the Loan Agreements. The Loans may be issued as single loans, or from time to time, in separate loans or tranches, as the Successor Agency shall determine. Section 3. The forms of the Loan Agreements (the "Loan Agreements ") presented herewith are hereby approved. The Chair, the Executive Director, the Assistant Executive Director, the Treasurer, and the Secretary of the Successor Agency, any other member of the governing board of the Successor Agency, or their respective written designee (each an "Authorized Officer" and collectively, 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 Loan Agreements, in substantially said forms, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided the true interest cost on the Loans shall not exceed 4.0 %. If the Loans are incurred in separate loans or tranches at different times, each of the Authorized Officers is hereby authorized and directed in the name of the Successor Agency to execute supplements to the Loan Agreements or separate loan agreements in substantially the form of the Loan Agreements submitted herewith, to provide for the issuance of such loans or tranches consistent with the terms of the Resolution. Section 4. The Prior Bonds Escrow Agreement (2010 Series C Bonds) (the "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 an Escrow Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, including without limitation the addition or removal of parties to such agreements, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The form of the Continuing Disclosure Certificate 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 Continuing Disclosure Certificate in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. 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 SA Reso. No. 2019 -004 Page 5 of 6 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 Loans and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Loans, the Loan Agreements, the Continuing Disclosure Certificate, and the Escrow Agreement, each in order to facilitate the incurrence of the Loans 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 into in connection with the 2010C Bonds or the 2010 Loan Agreements in order to effectuate the defeasance and prepayment of the 2010 Loans, to execute irrevocable refunding instructions with respect to the 2010 Loans and the 2010C 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 7. Stradling Yocca Carlson & Rauth, a Professional Corporation, is hereby approved and appointed as Bond Counsel and Disclosure Counsel, Urban Futures, Inc., is hereby appointed as Municipal Advisor, HdL Coren & Cone is hereby appointed as Fiscal Consultant and Wilmington Trust, National Association is hereby appointed as Escrow Bank, each to provide such services to the Successor Agency and any other related services as may be required to prepay the 2010 Loans. Section 8. 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 the Successor Agency would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. Section 9. This Resolution shall take effect immediately upon its adoption by the governing board of the Successor Agency, and the Secretary shall certify the vote adopting this resolution. PASSED AND ADOPTED by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, this 25th day of June, 2019. 4- - a, (I Brian Tis , Vice -Chair ATTESTED: Mark Mahan, Deputy Secretary SA Reso. No. 2019 -004 Page 6 of 6 STATE OF CALIFORNIA } COUNTY OF RIVERSIDE j ss. CITY OF LAKE ELSINORE j I, Mark Mahan, Deputy Secretary of the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, hereby certify that Resolution No. 2019 -004 was adopted by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting held on the 25th day of June 2019 by the following vote: AYES: Agency Members Sheridan and Magee; Vice -Chair Tisdale NOES: None ABSTAIN: None ABSENT: Agency Member Johnson and Chair Manos Mark Mahan, Deputy Secretary