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SUC - 2016-12 - Approving the Execution anf Delivery of an Indenture of Trust and Irrevocable Refunding Instructions RESOLUTION NO. 2016-12 SA • A RESOLUTION OF THE SUCCESSOR AGENCY TO THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION APPROVING THE ISSUANCE OF BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND IRREVOCABLE REFUNDING INSTRUCTIONS, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless otherwise noted, all Section references hereinafter being to such Code), the Rosemead Community Development Commission (the "Former Agency") has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173, the Successor Agency to the Rosemead Community Development Commission (the "Successor Agency') has become the successor entity to the Former Agency; WHEREAS, by implementation of California Assembly Bill X1 26, which was codified in the Health and Safety 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 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, prior to dissolution of the Former Agency, the Former Agency issued the following outstanding series of bonds (collectively, the "Series 2006 Bonds") pursuant to an Indenture, dated as of October 1, 1993, as supplemented, by and between the Former Agency and U.S. Bank National Association, as Trustee, for the purpose of financing redevelopment activities: (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 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 wishes to refund the outstanding Series 2006 Bonds through the issuance of the Successor Agency to the Rosemead Community Development Commission 2016 Subordinate Tax Allocation Refunding Bonds (the "Refunding Bonds"); and 1 WHEREAS, to determine compliance with the Savings Parameters for purposes of the issuance of the Refunding 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 Series 2006 Bonds (the "Debt Service Savings Analysis"); WHEREAS, the Successor Agency desires at this time to approve the issuance of the Refunding Bonds and to approve the form of and authorize 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, and the Irrevocable Refunding Instructions to be delivered to U.S. Bank National Association, as trustee for the Series 2006 Bonds, each to be dated as of the date of the issuance and delivery of the Refunding Bonds (collectively, the "Refunding Instructions"); WHEREAS, the Successor Agency has determined to sell the Refunding Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter'); WHEREAS, pursuant to Section 34179 of the Dissolution Act, an oversight board (the "Oversight Board") has been established for the Successor Agency; WHEREAS, the Successor Agency wishes to request that the Oversight Board approve and direct the issuance of the Refunding Bonds pursuant to this Resolution and the Indenture; WHEREAS, the Successor Agency further wishes to request that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds; 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 its Disclosure Counsel (defined below) and the Municipal Advisor, cause to be prepared a form of Official Statement describing the Refunding Bonds and containing material information relating to the Successor Agency and 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; NOW THEREFORE, THE CITY COUNCIL ACTING AS SUCCESSOR AGENCY HEREBY RESOLVES AS FOLLOWS: SECTION 1. Determination of Savings. The Successor Agency hereby determines that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency of the Refunding Bonds to provide funds to refund the outstanding Series 2006 Bonds, all as evidenced by the Debt Service Savings Analysis on file with the Successor Agency, which Debt Service Savings Analysis is hereby approved. SECTION 2. Approval of Issuance of the Refunding Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds under the Community Redevelopment Law of the State of California, constituting Part I of Division 24 of the Health 2 and Safety Code of the State, as amended and supplemented by the Dissolution Act, and the Refunding Law in the aggregate principal amount of not to exceed $28,000,000, provided that the Refunding Bonds are in compliance with the Savings Parameters at the time of sale and delivery. SECTION 3. Approval of Indenture. The Successor Agency hereby approves the Indenture prescribing the terms and provisions of the Refunding Bonds and the application of the proceeds of the Refunding Bonds. Each of the Mayor of the City of Rosemead, as Chair of the Successor Agency, the City Manager of the City of Rosemead, as the Executive Director of the Successor Agency, the Director of Finance, as the chief financial officer of the Successor Agency, or the written designee of any such officer (each, an "Authorized Officer'), is hereby authorized and directed to execute and deliver, and the Secretary of the Successor Agency is hereby authorized and directed to attest to, the Indenture for and in the name and on behalf of the Successor Agency, in substantially the form on file with the Successor Agency, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery of the Indenture. The Successor Agency hereby authorizes the delivery and performance of the Indenture. SECTION 4. Approval of Refunding Instructions. The forms of the Refunding Instructions on file with the Secretary are hereby approved and the Authorized Officers are, each acting alone hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Refunding Instructions. The Successor Agency hereby authorizes the delivery and performance of its obligations under the Refunding Instructions. SECTION 5. Oversight Board Approval of the Issuance of the Bonds. The Successor Agency hereby requests that the Oversight Board, as authorized by Section 34177.5(f) and Section 34180 of the Dissolution Act, approve and direct the issuance of the Refunding Bonds pursuant to Section 34177.5(a)(1) and this Resolution and the Indenture. SECTION 6. Determinations by the Oversight Board. The Successor Agency requests that the Oversight Board make the following determinations upon which the Successor Agency will 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 of all or a portion of the Series 2006 Bonds, as well as the payment by the Successor Agency of costs of issuance of the Refunding Bonds, 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; (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 3 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 7. Filing of Debt Service Savings Analysis and Resolution. The Secretary of the Successor Agency is hereby authorized and directed to file the Debt Service Savings Analysis, together with a certified copy of this Resolution, with the Oversight Board, and, as provided in Section 34180(j), with the Los Angeles County Administrative Officer, the Los Angeles County Auditor-Controller and the California Department of Finance. SECTION 8. Sale of Refunding Bonds. The Successor Agency hereby approves the sale of the Refunding Bonds by the Successor Agency to the Underwriter pursuant to the terms of a bond purchase agreement (the "Purchase Contract") to be entered into with the Underwriter. 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 its Bond Counsel and the Municipal Advisor, work with the Underwriter to prepare a form of the Purchase Contract, the preliminary form of which will be submitted to the Successor Agency for approval. The Underwriter's discount (not including original issue discount) may not exceed $4.35 per $1,000 of the principal amount of the Refunding Bonds. SECTION 9. Issuance of Refunding Bonds in Whole or in Part. It is the intent of the Successor Agency to sell and deliver the Refunding Bonds in whole, provided that there is compliance with the Savings Parameters. However, the Successor Agency will initially authorize the sale and delivery of the Refunding Bonds in whole or, if such Savings Parameters cannot be met with respect to the whole, then in part; provided that the Refunding Bonds so sold and delivered in part are in compliance with the Savings Parameters. The sale and delivery of the Refunding Bonds in part will in each instance provide sufficient funds only for the refunding of that portion of the outstanding Series 2006 Bonds that meet the Savings Parameters. In the event the Refunding Bonds are initially sold in part, the Successor Agency intends to sell and deliver additional parts of the Refunding Bonds without the further approval of the Successor Agency or the Oversight Board, provided that in each such instance the Refunding Bonds so sold and delivered in part are in compliance with the Savings Parameters. SECTION 10. Municipal Bond Insurance and Reserve Fund Insurance Policy. The Authorized Officers, each acting alone, are hereby authorized and directed to take all actions necessary to obtain a municipal bond insurance policy for the Refunding Bonds and a debt service reserve fund insurance policy for the Refunding Bonds from a municipal bond insurance company if it is determined, upon consultation with the Municipal Advisor and the Underwriter, that such municipal bond insurance policy and/or debt service reserve fund insurance policy will reduce the true interest costs with respect to the Refunding Bonds. SECTION 11. Approval of Official Statement. 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 its Disclosure Counsel and the Municipal Advisor, cause to be 4 prepared a form of Official Statement describing the Refunding Bonds and containing material information relating to the Successor Agency and the Refunding Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by the underwriter of the Refunding Bonds to persons and institutions interested in purchasing the Refunding Bonds. SECTION 12. Professional Services. The Authorized Officers are hereby authorized to retain, in connection with the issuance of the Refunding Bonds, Urban Futures, Inc., as municipal advisor and as fiscal consultant, the firm of Jones Hall, A Professional Law Corporation, as bond counsel, and the firm of Orrick, Herrington & Sutcliffe LLP, as disclosure counsel, and to execute professional services agreement with each such firm. Additionally, the selection of U.S. Bank National Association, as trustee for the Refunding Bonds, is hereby confirmed. SECTION 13. Official Actions. The Authorized Officers and any and all other officers of the Successor Agency and the City are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approval by the California Department of Finance, and in the issuance, sale and delivery of the Refunding Bonds. Whenever in this Resolution any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 14. Effective Date. This Resolution shall take effect from and after the date of approval and adoption thereof. PASSED, APPROVED AND ADOPTED this 23rd day jjoo�f��August 2016. & dv"'t / t v/ ' Sandra Armenta, Chair Rosemead Successor Agency ATTEST: Marc Donohue Agency Clerk _ APPROVED AS TO FORM: aelle ichman Successor Agency Counsel 5 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) § CITY OF ROSEMEAD I, Marc Donohue, Secretary of the Successor Agency to the Community Development Commission of the City of Rosemead, California, do hereby certify that the foregoing Successor Agency Resolution, No. 2016-12, was duly adopted by the Successor Agency of the City of Rosemead, California, at a regular meeting thereof held on the 23rd day of August. 2016, by the following vote, to wit: AYES: ALARCON, ARMENTA, CLARK, LOW, LY NOES: NONE ABSENT: NONE ABSTAIN: NONE Marc Donohue, Secretary