SUC - 2016-19 - Issuance of 2016 Tax Allocation Refunding Bonds and Approving Preliminary and Final Offical Statements RESOLUTION NO. 2016-19 SA
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION CONFIRMING THE
ISSUANCE OF 2016 TAX ALLOCATION REFUNDING BONDS AND
APPROVING PRELIMINARY AND FINAL OFFICIAL STATEMENTS
AND A PURCHASE CONTRACT RELATING THERETO, AND
PROVIDING FOR OTHER MATTERS PROPERLY 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, redevelopment plans for the redevelopment project area designated
"Redevelopment Project Area No. I" in the City of Rosemead, California, were adopted in
compliance with all requirements of the Redevelopment Law;
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 Former
Agency has been dissolved and no longer exists as a public body, corporate and politic, and
pursuant to Section 34173, the City of Rosemead has become the successor entity to the Former
Agency (the"Successor Agency");
WHEREAS, prior to dissolution of the Former Agency, the Former Agency issued the
following outstanding series of bonds (collectively, the "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. I Tax Allocation Refunding
Bonds, Series 2006B, for the purpose of financing and refinancing certain redevelopment
activities of the Former Agency.
WHEREAS, Section 34177.5(a)(1) authorizes the Successor Agency to undertake
proceedings for the refunding of outstanding bonds and other obligations of the Former Agency
in order to achieve debt service savings within the parameters set forth in Section 34177.5(a)(1)
(the "Savings Parameters"), and to issue bonds for such purpose 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")
WHEREAS, the Successor Agency determined that it will achieve debt service savings
on the 2006 Bonds in compliance with the Savings Parameters as evidenced by the analysis
prepared by its Financial Advisor, Urban Futures, Inc., describing potential savings that will
accrue to the Successor Agency and to applicable taxing entities as a result of the refunding of
the 2006 Bonds (the"Debt Service Savings Analysis");
WHEREAS, the Successor Agency has determined that the potential debt service
savings evidenced by the Debt Service Savings Analysis can be achieved by refunding the 2006
Bonds through the issuance, as authorized by Section 34177.5(f), by the Successor Agency of its
"Successor Agency to the Rosemead Community Development Commission 2016 Subordinate
Tax Allocation Refunding Bonds" (the "Refunding Bonds") pursuant to the Redevelopment
Law, the Refunding Law and the form of a Indenture of Trust approved by the Successor Agency
pursuant to the Resolution No. 2016-12 SA, adopted August 23, 2016, (the "Resolution of
Issuance");
WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight Board") has
been established for the Successor Agency and pursuant to Section 34177.5(f), the Oversight
Board by Resolution No. 2016-009 OB, adopted August 29, 2016, directed the Successor
Agency to undertake such refunding proceedings and approved the issuance, sale and delivery of
refunding bonds by the Successor Agency for the purpose of refunding the 2006 Bonds;
WHEREAS, Resolution No. 2016-009 OB of the Oversight Board was submitted to the
California Department of Finance for its approval of such approval by the Oversight Board and
the Department of Finance in a letter dated October 14, 2016, approved Resolution No. 2016-009
OB in accordance with Section 34177.5(f):
WHEREAS, the Agency has determined to sell the Refunding Bonds to Stife', Nicolaus
& Company, Incorporated (the "Underwriter") pursuant to a Purchase Contract between the
Successor Agency and the Underwriter (the "Purchase Contract"). the form of which is on file
with the Secretary;
WHEREAS, the Successor Agency has caused 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 is on file with the Secretary;
WHEREAS, the Successor Agency, with the aid of its staff, has reviewed the Purchase
Contract and the Official Statement and wishes at this time to approve the foregoing as in the
public interests of the Successor Agency and applicable taxing entities;
NOW THEREFORE, THE CITY COUNCIL ACTING AS SUCCESSOR AGENCY
HEREBY RESOLVES AS FOLLOWS:
Section 1. Confirmation of Approval of Issuance of the Bonds. The Successor
Agency hereby confirms its actions in the Resolution of Issuance authorizing and approving the
issuance of the Refunding Bonds pursuant to the Indenture and under the Redevelopment Law
and the Refunding Law.
Section 2. Approval of Official Statement. The Successor Agency hereby approves the
preliminary Official Statement describing the Refunding Bonds, in substantially the form on file
with the Secretary. 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 Finance Director, 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 the final Official Statement for and on behalf of the Successor
Agency, to deliver to the Underwriter a certificate with respect to the information set forth
therein and to deliver to the Underwriter a Continuing Disclosure Certificate substantially in the
form appended to the final Official Statement. Distribution of the preliminary Official Statement
by the Underwriter is hereby approved, and prior to the distribution of the preliminary Official
Statement, either Authorized Officer is authorized and directed, on behalf of the Successor
Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the
Securities Exchange Act of 1934 (the "Rule"). The executed final Official Statement, which
shall include such changes and additions thereto deemed advisable by an Authorized Officer,
including bond insurance and/or a reserve surety if deemed by an Authorized Officer to he
appropriate for savings, and such information permitted to he excluded from the preliminary
Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the
Refunding Bonds.
Section 3. Purchase Contract. The Successor Agency hereby approves the Purchase
Contract prescribing the provisions for purchase and sale of the Refunding Bonds. Each
Authorized Officer is hereby authorized and directed to execute and deliver, and the City Clerk,
as the secretary of the Successor Agency, is hereby authorized and directed to attest to, the
Purchase Contract for and in the name and on behalf of the Successor Agency, in substantially
the form on file with the City Clerk, with such changes therein, deletions therefrom and additions
thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by
the execution and delivery of the Purchase Contract. The Successor Agency hereby authorizes
the delivery and performance of the Purchase Contract.
Section 4. Official Actions. All actions heretofore taken by the officers and agents of
the Successor Agency with respect to the issuance of the Refunding Bonds are hereby approved,
confirmed and ratified. The Authorized Officers, the City Attorney as general counsel of the
Successor Agency, the Secretary and any and all other officers of the Successor Agency 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, including but not limited to execution and
delivery of any and all assignments, certificates, requisitions, including requisitions for the
payment of costs of issuance of the Refunding Bonds, agreements, including an escrow
agreement determined to be necessary by an Authorized Officer in order to provide for payment
of the 2006 Bonds, all as determined by an Authorized Officer to be necessary and appropriate in
connection with the issuance of the Refunding Bonds and in customary form, and notices,
consents, and other documents, which an Authorized Officer may deem necessary or advisable,
in order to consummate the sale, issuance and delivery of the Refunding Bonds to the
Underwriter.
Section 5. Effective Date. This Resolution shall take effect from and after the date of
approval and adoption thereof.
PASSED, APPROVED, AND ADOPTED this 8a day of November, 2016.
Sandra Armenta, Successo Agency Chair
APPROVED AS TO FORM: ATTEST: `�
Rachel Richman, rcrcessor Agency Counsel Marc Donohue, Successor Agency Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) §
CITY OF ROSEMEAD
1, Marc Donohue, Successor Agency Clerk to the Rosemead Community Development
Commission of the City of Rosemead, California, do hereby certify that the foregoing Successor
Agency Resolution, No. 2016-19 SA, was duly adopted by the Board of the Successor Agency,
at a regular meeting thereof held on the 81" day of November, 2016, by the following vote, to
wit:
AYES: ALARCON, ARMENTA, CLARK, LOW, LY
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
Marc Donohue, Successor Agency Clerk