Loading...
HomeMy WebLinkAboutSA Reso 2019-05 Issuance and Sale of Tax Allocation Refunding Bonds to Certain ObligationsRESOLUTION NO. 2019 -005 RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS TO REFUND CERTAIN OBLIGATIONS OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, AND APPROVING THE FORM OF AN INDENTURE OF TRUST, A FORM ESCROW AGREEMENT, AND A FORM CONTINUING DISCLOSURE CERTIFICATE 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 (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 for Project Area I, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. 11 (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 for Project Area 11, 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 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 for Project Area III, as amended, have been duly complied with; and WHEREAS, the Former Agency previously entered into that certain Housing Fund Loan Agreement (the "Housing Fun Loan Agreement') with the Lake Elsinore Public Financing Authority (the "Authority ") dated as of May 1, 2010 pursuant to which the Authority loaned the proceeds of its 20108 Bonds (as defined below) to the Former Agency (the "Housing Fund Loan ") and the Former Agency pledged to the payment of the Housing Fund Loan all amounts that were previously required to be deposited by the Former Agency in the Low and Moderate Income Housing Fund of the Former Agency in any Fiscal Year pursuant to the Law; and WHEREAS, the Authority previously issued its $10,855,000 initial aggregate principal amount Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (1995 Series A Refunding), 2010 Series B (the "2010B Bonds "); and SA Reso. No. 2019 -005 Page 2 of 6 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 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 of the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "); and WHEREAS, on or about June 27, 2012, AB 1484 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)(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 authorize and approve the issuance of tax allocation refunding bonds (the "2019B Bonds ") in an aggregate principal amount sufficient to prepay the Housing Fund Loan, and to irrevocably set aside a portion of the proceeds of such 2019B Bonds in a separate segregated trust fund which will be used to prepay the Housing Fund Loan, to establish customary debt services reserves, to pay costs in connection with the issuance of the 2019B Bonds and to make certain other deposits as required by the Indenture (as defined below); and WHEREAS, the prepayment of the Housing Fund Loan by the Successor Agency shall cause the defeasance and redemption of the 2010B Bonds by the Authority; and WHEREAS, the 2019B Bonds shall be secured by a pledge of all amounts that were required to be deposited by the Former Agency in the Low and Moderate Income Housing Fund of the Former Agency in any Fiscal Year pursuant to Section 33334.3 of the Law, which amounts are derived from the taxes annually allocated to the Successor Agency with respect to the Project Areas, 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 "); and SA Reso. No. 2019 -005 Page 3 of 6 WHEREAS, prior to sale of the 2019B Bonds, based on market conditions at such time, an Authorized Officer (defined below) of the Successor Agency shall determine whether to sell the 2019B Bonds pursuant to a private placement or public sale; and WHEREAS, in compliance with Senate Bill 450 (Chapter 625 of the 2017 -2018 Session of the California Legislature), the Successor Agency has obtained from the Municipal Advisor the required good faith estimates 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 issuance and sale of the 2019B Bonds. 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. Subject to the provisions of the Indenture referred to in Section 2 hereof, the issuance of the 2019B Bonds, in one or more series, and from time to time, in an aggregate principal amount of not to exceed $5,000,000, or such lesser amount as is sufficient to refund all or a portion of the Housing Fund Loan 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 2019B Bonds pursuant to the Indenture approved by Section 2 of this Resolution (as authorized by California Health and Safety Code Section 34177.5(a)(1)) is hereby approved on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture. The 2019B 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 2019B Bonds shall be applied as provided in the Indenture. The 2019B Bonds may be issued as a single issue, or from time to time, in separate taxable or tax - exempt series, as the Successor Agency shall determine. The approval of the issuance of the 2019B Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of 2019B Bonds and the sale of the 2019B Bonds at a public or private sale, without the need for any further approval from the Oversight Board. Section 2. The form of the Indenture of Trust (the "Indenture ") presented herewith, providing for the issuance of the 2019B Bonds, is 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 Indenture, 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; provided, the true interest cost on the 2019B Bonds shall not exceed 3.0 %. If the 2019B Bonds are to be sold in separate taxable or tax - exempt 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 or separate Indenture in substantially the form presented herewith, to provide for the issuance of such series of Bonds consistent with the terms of this Resolution. Each of the Authorized Officers is hereby authorized and directed to execute and countersign each of the 2019B Bond forms on behalf of the Successor Agency, either manually SA Reso. No. 2019 -005 Page 4 of 6 or by facsimile, and such signing as herein provided shall be a sufficient and binding execution of the 2019B Bonds on behalf of the Successor Agency. In case any of such officers whose signature appears on the 2019B Bond forms shall cease to be such officer before the delivery of the 2019B 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 2019B Bonds. Section 3. The Executive Director or any other Authorized Officer shall determine whether the 2019B Bonds shall be sold by negotiated sale to Stifel, Nicolaus & Company, Incorporated (the "Underwriter "), pursuant to a bond purchase agreement, in a form approved by such Authorized Officer, or by private placement to a private bank selected by an Authorized Officer. In the event the Bonds are sold by private placement with a bank, the Successor Agency hereby appoints the Underwriter to serve -as placement agent and authorizes the Authorized Officers to negotiate and execute a placement agent agreement with the Underwriter. Any bond purchase agreement or placement agent agreement shall be signed only if the terms of such agreement comply with the requirements and parameters set forth in this Resolution, in particular Sections 1, 2 and 6 hereof. Section 4. 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 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 2019B Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2019B Bonds, the Indenture, the Continuing Disclosure Certificate, and the Escrow Agreement, each in order to facilitate the issuance of the 2019B 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 into in connection with the Housing Fund Loan Agreement in order to effectuate the defeasance and refunding of the Housing Fund Loan, to execute irrevocable refunding instructions with respect to the Housing Fund Loan and the 2010B Bonds, to secure municipal bond insurance on the 2019B Bonds and /or a reserve surety to fund any reserve account or fund established for the 2019B Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to enter into an agreement to sell the 2019B Bonds (provided that the underwriter's discount for the sale of the 2019B Bonds shall not exceed $45,000), or to request subordination of any amounts required to be paid to an affected taxing entity to any or all of the 2019B 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. SA Reso. No. 2019 -005 Page 5 of 6 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, Wilmington Trust, National Association is hereby appointed as Trustee and Escrow Bank, and Stifel, Nicolaus & Company, Incorporated is hereby appointed as underwriter or placement agent, as applicable, each to provide such services to the Successor Agency and any other related services as may be required to issue the 2019B Bonds and to defease and /or refund the Housing Fund Loan Agreement. 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. Brian e, Vice -Chair ATTEST: Mark Mahan, Deputy Secretary SA Reso. No. 2019 -005 Page 6 of 6 STATE OF CALIFORNIA COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE } 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 -005 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