OB - Item 3B - Issuance of Refunding BondsQ' O
ROSEMEAD OVERSIGHT
* BOARD STAFF REPORT
NCO RPORATED � g59
TO: THE HONORABLE CHAIR AND BOARD MEMBERS
FROM: CAROLYN A. CHU, FINANCE DIRECTOR
DATE: AUGUST 29, 2016
SUBJECT: RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR
AGENCY TO THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION APPROVING AND DIRECTING THE ISSUANCE OF
REFUNDING BONDS, MAKING CERTAIN DETERMINATIONS WITH
RESPECT TO THE REFUNDING BONDS, AND PROVIDING OTHER
MATTERS RELATING THERETO
SUMMARY
In 2006, the Rosemead Community Development Commission (the "Former Agency ") issued the
following tax allocation bonds for the purpose of financing and refinancing certain activities of
the Former Agency:
• $14,005,000 initial principal amount of Rosemead Community Development
Commission Redevelopment Project Area No. I Tax Allocation Bonds, Series 2006A
(the "Series 2006A Bonds "); and
• $24,230,000 initial principal amount of Rosemead Community Development
Commission Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series
2006B (the "Series 2006B Bonds ")
As of October 2, 2016, there will be $3,635,000 of principal amount outstanding of the Series
2006A Bonds and $23,205,000 of principal amount outstanding of the Series 2006B Bonds (in
aggregate, $26,840,000 outstanding).
The Successor Agency to the Rosemead Community Development Commission (the "Successor
Agency ") assumed responsibility of all debt management with respect to the Former Agency in
2012 in accordance with and pursuant to the Dissolution Act. Under California Health and Safety
Code Section 34177.5, the Successor Agency may refinance outstanding bonds with approval
from the Oversight Board and the California Department of Finance ( "DOF "), provided that the
total interest cost, principal amount, and final maturity on the refunding bonds do not exceed that
of the prior (outstanding) bonds. In other words, there must be debt service savings created by
the refinancing.
1 TEM NO. 3.B
Rosemead Successor Agency Oversight Board
August 29, 2016
Page 2 of 3
The Series 2006A Bonds and Series 2006B Bonds will be eligible to be refinanced (at the option
of the Successor Agency) on October 1, 2016, at interest rates considerably lower than those at
the time of original issuance. The 2006A and 2006B bonds will be refinanced through a new
Series 2016 bonds, which will be subordinate to the outstanding 2010 bonds not included in this
refinancing. The fiscal impact of the refinancing is detailed below.
On July 12, 2016, the Successor Agency directed staff to move forward with refinancing the
Series 2006A Bonds and Series 2006B Bonds and approved the financing team as recommended
by staff (based on qualification and fee proposals solicited by the Successor Agency's financial
advisor, Urban Futures). Since that time, the financing team, with assistance from staff, has
produced financing and legal documents which are subject for approval by the Successor
Agency. Now that the Successor Agency approved the refinancing and documents outlined
below, then the refinancing will be subject to approval by both the Oversight Board (August 29,
2016) and the DOF (up to a 65 -day review process starting shortly after Oversight Board
approval).
On August 23, 2016, the Successor Agency approved Resolution No. 2016 -12 SA. By
approving such action, the Agency authorized the issuance of bonds in order to refund certain
outstanding bonds of the former Rosemead Community Development Commission, approved the
execution and delivery of an Indenture of Trust and Irrevocable Refunding Instructions.
STAFF RECOMMENDATION
That the Oversight Board approve Resolution No. 2016 -009 OB (Approving and directing the
issuance of refunding bonds, making certain determinations with respect to the refunding bonds
and approving other matters relating thereto).
DISCUSSION
Due to the historically low interest rate environment, the refinancing is estimated to generate in
excess of $4 million in debt service savings over the next 16 years, based on current market
conditions (over $3 million of net present value savings). The debt service savings amount would
be allocated to enforceable obligations, administrative cost and/or split among taxing entities,
including the county, school districts, and the City of Rosemead's General Fund. Market
conditions at the time the refunding bonds are priced will dictate the final debt service savings
amount. Assuming the financing is approved by the Oversight Board, and the DOF reviews and
approves the financing in its 65 -day allotted time, additional refunding bond documents would
be submitted for the Successor Agency's consideration and approval in late October (estimated
for October 25`" meeting). If approval is given at that time, refunding bonds could be issued a
few weeks later in early -to -mid November.
FISCAL IMPACT
As mentioned above, based on current market conditions, the refunding bonds generate an
Rosemead Successor Agency Oversight Board
August 29, 2016
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estimated total debt service savings of over $4 million or an average of over $200,000 per year.
Please note that these savings estimates are net of all costs of issuance. The savings realized
through a bond refunding would generate residual RPTTF, Redevelopment Property Tax Trust
Fund, which will flow to all appropriate taxing entities.
The final maturity date of the refunding bonds would match the final maturity of the outstanding
bonds. The refunding bonds would not be an obligation of the City, but rather the Successor
Agency. As such, the source of repayment of the refunding bonds would be limited to tax
increment revenues generated in the Rosemead Merged Project Area.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
i _
Carolyn A. Chu
Finance Director
Attachments:
1. Resolution No. 2016 -009 OB
RESOLUTION NO. 2016 -009 OB
A RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR
AGENCY TO THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION APPROVING AND DIRECTING THE ISSUANCE OF
REFUNDING BONDS, MAKING CERTAIN DETERMINATIONS WITH
RESPECT TO THE REFUNDING BONDS, AND PROVIDING OTHER
MATTERS RELATING THERETO
WHEREAS, the Rosemead Community Development Commission (the "Former Agency ")
was a public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the
State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the
"Redevelopment Law ");
WHEREAS, by implementation of California Assembly Bill X126, which was codified in
the Health and Safety Code (unless otherwise noted, all Section references hereinafter being to such
Code) beginning with Section 34161 (as amended from time to time, the "Dissolution Act ") and
amended provisions of the California Redevelopment Law (Health and Safety Code Section 33000,
et. seq.), and pursuant to Section 34172(a) of the Dissolution Act, the Former Agency has been
dissolved and no longer exists, and pursuant to Section 34173 of the Dissolution Act, the City of
Rosemead (the "City ") has declared itself to be the successor entity to the Former Agency (the
"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;
WHEREAS, pursuant to Section 34179 of the Dissolution Act, this Oversight Board has
been established for the Successor Agency;
WHEREAS, the Oversight Board is informed by the Successor Agency that the Former
Agency issued the following outstanding series of bonds prior to its dissolution (collectively, the
"Series 2006 Bonds "):
(i) $14,005,000 initial principal amount of Rosemead Community Development
Commission Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2006A, for
the purpose of financing and refinancing certain redevelopment activities of the Former
Agency; and
(ii) $24,230,000 initial principal amount of Rosemead Community Development
Commission Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series
2006B, for the purpose of financing and refinancing certain redevelopment activities of the
Former Agency.
WHEREAS, Section 34177.5 of the Dissolution Act authorizes the Successor Agency to
issue refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part
1 of Division 2 of Title 5 of the Government Code (the "Refunding Law ") for the purpose of
achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) (the "Savings
Parameters ");
WHEREAS, the Successor Agency has notified the Oversight Board that it wishes to refund
all of the outstanding Series 2006 Bonds; and
WHEREAS, to determine compliance with the Savings Parameters for purposes of the
issuance by the Successor Agency of bonds to refinance the outstanding Series 2006 Bonds, the
Successor Agency has caused its municipal advisor, Urban Futures, Inc. (the "Municipal Advisor "),
to prepare an analysis of the potential savings that will accrue to the Successor Agency and to
applicable taxing entities as a result of the use of the proceeds of the refunding bonds to refund the
outstanding Series 2006 Bonds (the "Debt Service Savings Analysis ");
WHEREAS, the Successor Agency by its resolution adopted August 23, 2016 (the
"Successor Agency Resolution ") approved the issuance of the Successor Agency to the Rosemead
Community Development Commission 2016 Subordinate Tax Allocation Refunding Bonds (the
"Refunding Bonds ") pursuant to Section 34177.5(a)(1), Section 34177.5(f) and Section 34180;
WHEREAS, in the Successor Agency Resolution, the Successor Agency approved the
issuance of the Refunding Bonds and authorized the execution and delivery of an Indenture of Trust
(the "Indenture "), which will be entered into between the Successor Agency and U.S. Bank National
Association, as trustee;
WHEREAS, in the Successor Agency Resolution, the Successor Agency also requested that
this Oversight Board approve and direct the issuance of the Refunding Bonds pursuant to the
Successor Agency Resolution and the Indenture and that this Oversight Board make certain
determinations described below on which the Successor Agency will rely in undertaldng the
refunding proceedings and the issuance of the Refunding Bonds;
WHEREAS, the Successor Agency has determined to sell the Refunding Bonds to Stifel,
Nicolaus & Company, Incorporated (the "Underwriter "), pursuant to a Bond Purchase Agreement
(the "Bond Purchase Agreement ") and, following approval by the Oversight Board of the issuance of
the Refunding Bonds by the Successor Agency and upon submission of the Oversight Board
Resolution to the California Department of Finance, the Successor Agency will cause to be prepared
a form of such Bond Purchase Agreement;
WHEREAS, following approval by the Oversight Board of the issuance of the Refunding
Bonds by the Successor Agency and upon submission of the Oversight Board Resolution to the
California Department of Finance, the Successor Agency will, with the assistance of the Successor
Agency's Disclosure Counsel and the Municipal Advisor, cause to be prepared a form of Official
Statement describing the Refunding Bonds and containing material information relating to the
Refunding Bonds, the preliminary form of which will be submitted to the Successor Agency for
approval for distribution by the Underwriter to persons and institutions interested in purchasing the
Refunding Bonds;
WHEREAS, this Oversight Board has completed its review of the refunding proceedings
and the Debt Service Savings Analysis and hereby approves the foregoing;
NOW, THEREFORE, THE OVERSIGHT BOARD FORTHE SUCCESSORAGENCY TO
THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, DOES HEREBY
RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
SECTION 1. Ratification and Adoption of Successor Agency Resolution Successor
Agency Resolution No. 2016 -12 SA is hereby ratified and adopted as set forth in the recitals above.
SECTION 2. Determination of Savings This Oversight Board has determined that there are
significant potential savings available to the Successor Agency and to applicable taxing entities by
the issuance by the Successor Agency of the Refunding Bonds in compliance with the Savings
Parameters to redeem the outstanding Series 2006 Bonds, all as evidenced by the Debt Service
Savings Analysis on file with the Secretary of the Oversight Board, which Debt Service Savings
Analysis is hereby approved.
SECTION 3. Approval and Direction of Issuance of the Refunding Bonds onds As authorized
by Section 34177.5(f) and Section 34180, this Oversight Board hereby approves and directs the
issuance by the Successor Agency of the Refunding Bonds pursuant to Section 34177.5(a)(1) and
under other applicable provisions of the Redevelopment Law, as amended and supplemented by the
Dissolution Act, and the Refunding Law and as provided in the Successor Agency Resolution and
the Indenture in the aggregate principal amount of not to exceed $28,000,000, provided that the
principal and interest payable with respect to the Refunding Bonds complies in all respects with the
requirements of the Savings Parameters, as shall be certified to by the Municipal Advisor upon
delivery of the Refunding Bonds or any part thereof.
SECTION 4. Sale and Delivery of Refunding Bonds in Whole or in Part The Oversight
Board is informed by the Successor Agency that it is the intent of the Successor Agency to sell and
deliver the Refunding Bonds to refund the outstanding Series 2006 Bonds in whole, provided that
there is compliance with the Savings Parameters, and that, if such Savings Parameters cannot be met
with respect to the outstanding Series 2006 Bonds in whole, then the Successor Agency intends to
issue the Refunding Bonds to refund the outstanding Series 2006 Bonds in part to the extent that the
refunding of the outstanding Series 2006 Bonds in part can satisfy the Savings Parameters. The
Oversight Board hereby approves the issuance of the Refunding Bonds to refund the outstanding
Series 2006 Bonds in part and, thereafter, the sale and delivery of additional bonds to refund the
unrefunded outstanding Series 2006 Bonds pursuant to a supplemental indenture without further
prior approval of the Oversight Board provided that in each such instance the bonds so sold and
delivered in part are in compliance with the Savings Parameters.
SECTION 5. Determinations by the Oversight Board As requested by the Successor
Agency, the Oversight Board makes the following determinations upon which the Successor Agency
shall rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds:
(a) The Successor Agency is authorized, as provided in Section 34177.5(f), to recover its
costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding
Bonds, including the cost of reimbursing the City for administrative staff time spent with
respect to the authorization, issuance, sale and delivery of the Refunding Bonds;
(b) The application of proceeds of the Refunding Bonds by the Successor Agency to the
refunding and defeasance of all or a portion of the outstanding Series 2006 Bonds, as well as
the payment by the Successor Agency of costs of issuance of the Refunding Bonds and the
premium for any bond insurance policy or debt service reserve fund insurance policy, as
provided in Section 34177.5(a), shall be implemented by the Successor Agency promptly
upon sale and delivery of the Refunding Bonds, notwithstanding Section 34177.3 or any
other provision of law to the contrary, without the approval of the Oversight Board, the
California Department of Finance, the Los Angeles County Auditor - Controller or any other
person or entity other than the Successor Agency; and
(c) The Successor Agency shall be entitled to receive its full Administrative Cost
Allowance under Section 34171(b) without any deductions with respect to continuing costs
related to the Refunding Bonds, such as trustee's fees, auditing and fiscal consultant fees and
continuing disclosure and rating agency costs (collectively, "Continuing Costs of Issuance "),
and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant
to Section 34183. In addition and as provided by Section 34177.5(f), if the Successor
Agency is unable to complete the issuance of the Refunding Bonds for any reason, the
Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to
the refunding proceedings from such property tax revenues pursuant to Section 34183
without reduction in its Administrative Cost Allowance.
SECTION 6. Effective Date Pursuant to Health and Safety Code Section 34177(f) and
Section 34179(h), this Resolution shall be effective five (5) business days after proper notification
hereof is given to the Department of Finance unless the Department of Finance requests a review of
the actions taken in this Resolution, in which case this Resolution will be effective upon approval by
the Department.
SECTION 7. Transmittal The Successor Agency is hereby directed to transmit this
Resolution to the Department of Finance.
SECTION 8. Certification by the Clerk The Oversight Board's Clerk shall certify to the
adoption of this Resolution.
SECTION 9. Further Authority and Direction The Successor Agency's officials and staff
are hereby authorized and directed to transmit this Resolution and take all other necessary and
appropriate actions as required by law in order to effectuate its purposes.
SECTION 10. The City Clerk shall certify to the adoption of this resolution and
hereafter the same shall be in full force and effect.
PASSED, APPROVED, AND ADOPTED this 29th day of August 2016.
Chairperson
ATTEST:
Carolyn Chu
Successor Agency Staff
Finance Director
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES)
CITY OF ROSEMEAD )
I, Marc Donohue, City Clerk of the City Council of the City of Rosemead, California, do hereby
certify that the foregoing City Council Resolution, No. 2016 -009, was duly adopted by the
Oversight Board for the Successor Agency to the Rosemead Community Development
Commission, at a regular meeting thereof held on the 29 day of August, 2016, by the following
vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Marc Donohue, City Cleric