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HomeMy WebLinkAboutResolution No. 2015-R8RESOLUTION NO. 2015-R8 RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AUTHORIZING THE ISSUANCE OF ITS REFUNDING BONDS; APPROVING A FORM OF FIRST SUPPLEMENTAL INDENTURE, A FORM OF BOND PURCHASE AGREEMENT AND A FORM OF CONTINUING DISCLOSURE CERTIFICATE; MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN CONNECTION THEREWITH WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the "Law"), the City Council of the City of Azusa (the "City") created the Redevelopment Agency of the City Azusa (the "Former Agency"); and WHEREAS, the Former Agency was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; and WHEREAS, on November 6, 2003, the City adopted Ordinance No. 03-06 approving the Redevelopment Plan (the "Redevelopment Plan") for the Amended and Restated Merged Central Business District and West End Redevelopment Project Area of the Redevelopment Agency of the City of Azusa (the "Project Area"); and WHEREAS, the Redevelopment Plan contemplated that the Former Agency would issue its bonds to finance and/or refinance a portion of the cost of the redevelopment of the Project Area; and WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) ("ABX1 26") adopted on June 28, 2011, dissolved all redevelopment agencies and community development agencies in existence in the State of California, as of February 1, 2012, and designated "successor agencies" and "oversight boards" to satisfy "enforceable obligations" of the former redevelopment agencies and administer dissolution and wind down of the former redevelopment agencies; and WHEREAS, the City agreed to serve as the successor agency (referred to herein as the "Successor Agency") to the Former Agency commencing upon the dissolution of the Former Agency on February 1, 2012 pursuant to ABX1 26; and WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-13 State of California budget bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or added to some of the provisions of ABX1 26, including provisions related to the refunding of outstanding redevelopment agency bonds and the expenditure of remaining bond proceeds derived from redevelopment agency bonds issued on or before December 31, 2010; and OHSUSA:762214148.1 41856-4 WHEREAS, the Former Agency has previously executed and delivered the outstanding bonds identified in Exhibit A attached hereto (the "Outstanding Former Agency Bonds"); and WHEREAS, Health & Safety Code Section 34177.5 authorizes successor agencies to refund outstanding bonds 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 shall 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 shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency has solicited a report of an independent financial advisor (a copy of which is presented at this meeting) and employed such advisor in developing financing proposals for consideration by the Successor Agency and it is understood that such report, as it may be further revised, may be made available to the California Department of Finance (the "Department of Finance") at its request; and WHEREAS, the Successor Agency has determined, to the extent authorized by California Health and Safety Code Section 34177.5(a), to issue its Successor Agency to the Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area, Tax Allocation Refunding Bonds, in one or more series and with such other name and series designation as shall be deemed appropriate (the "Refunding Bonds"), for the purpose of (i) refunding all or a portion of the Outstanding Former Agency Bonds, (ii) paying the costs of issuing the Refunding Bonds, (iii) funding a reserve account and/or providing for a reserve policy or surety for deposit to the reserve account for the Refunding Bonds and (iv) if advisable, paying for the cost of municipal bond insurance and/or a surety to fund the reserve account for the Refunding Bonds in lieu of funding all or a portion of such reserve account with bond proceeds; and WHEREAS, the Refunding Bonds will be issued, payable from amounts on deposit in the Redevelopment Property Tax Trust Fund of the Successor Agency (the "RPTTF") and allocated to the Successor Agency's Redevelopment Obligation Retirement Fund, pursuant to an Indenture of Trust, dated as of October 1, 2014, as supplemented by a First Supplemental Indenture (the "First Supplement"), by and between the Successor Agency and Wells Fargo Bank, N.A., as trustee (the "Trustee"); and WHEREAS, following approval of the Oversight Board of the issuance of the Refunding Bonds by the Successor Agency and upon approval by the Department of Finance of such approval by the Oversight Board, the Successor Agency will, with the assistance of bond counsel, disclosure counsel and its financial 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 Stifel, Nicolaus & Company, Incorporated (the "Underwriter") to persons and institutions interested in purchasing the Refunding Bonds; and OHSUSA:762214148.1 -2- 41856-4 WHEREAS, there has been presented at this meeting a form of First Supplement, a form of Continuing Disclosure Certificate and a form of Bond Purchase Agreement, each to be executed in connection with the issuance of the Refunding Bonds; NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Approval of Issuance of Refunding Bonds. The issuance of the Refunding Bonds, in order to refinance redevelopment activity of the Project Area, which is permitted by Health and Safety Code Section 34177.5, is hereby authorized and approved. The Refunding Bonds are authorized to be executed by the manual or facsimile signature of the Mayor of the City, acting for the Successor Agency, and attested by the manual or facsimile signature of the City Clerk, acting for the Successor Agency. The Refunding Bonds, when so executed, are authorized to be delivered to the Trustee for authentication. Section 2. Approval of First Supplement. The form of First Supplement presented at this meeting is hereby approved and the Successor Agency Chairperson, the Successor Agency Executive Director, the Finance Director and the Successor Agency Secretary (each an "Authorized Officer," acting for the Successor Agency) are each acting alone authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver the First Supplement in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates, interest rate or rates, interest payment dates, terms of redemption and other terms of the Refunding Bonds shall be as provided in the First Supplement as finally executed. Section 3. Approval of Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), presented at this meeting is hereby approved and any Authorized Officer, acting alone, is authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver one or more forms of the Continuing Disclosure Certificate in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Approval of Bond Purchase Agreement. The form of Bond Purchase Agreement, between the Successor Agency and the Underwriter (the "Bond Purchase Agreement"), presented at this meeting is hereby approved and any Authorized Officer acting alone is authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute, acknowledge and deliver one or more forms of the Bond Purchase Agreement in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the true interest cost of the Refunding Bonds shall not exceed 5.5%, the Underwriter's discount (exclusive of original issue discount) shall not exceed 0.6%, the maturity of the Refunding Bonds date shall not exceed the maximum permitted OHSUSA:762214148.1 - -3- 41856-0 under the Law, and, as required by Health & Safety Code Section 34177.5, (i) the total interest cost to maturity on the Refunding Bonds plus the principal amount of the Refunding Bonds shall not exceed the total remaining interest cost to maturity on the bonds to be refunded plus the remaining principal of the bonds to be refunded, and (ii) the principal amount of the Refunding Bonds shall not exceed the amount required to defease and refund the refunded bonds, to establish customary debt service reserves, and to pay related costs of issuance. Section 5. Bond Insurance and Suretv Bond. If an Authorized Officer determines that it will be advantageous to the Successor Agency to purchase municipal bond insurance or a debt service reserve fund surety bond with respect to some or all of the Refunding Bonds, such officer is hereby authorized (a) to purchase such insurance or surety bond on behalf of the Successor Agency at market rates, and (b) to make such changes to the agreements and documents relating to the Refunding Bonds as may be needed to obtain such insurance or surety bond. In connection with any such surety bond, each Authorized Officer is hereby severally authorized and directed to execute and deliver an agreement on behalf of the Successor Agency, in such form as approved by such Authorized Officer, with the provider of such surety bond pursuant to which the Successor Agency would agree to reimburse such provider for any draws under such surety bond and to pay such provider any other fees and expenses related thereto as such Authorized Officer shall approve, such approval (and the approval by the Authorized Officer of the form of such agreement) to be conclusively evidenced by the execution and delivery of such agreement. Section 6. Recovery of Costs. The Successor Agency is hereby authorized to recover its costs of issuance with respect to the Refunding Bonds including the cost of reimbursing the City for staff time and costs spent with respect to the Refunding Bonds. Section 7. Other Acts. The officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, including a refunding escrow agreement, which in consultation with Orrick, Herrington & Sutcliffe LLP, the Successor Agency's bond counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Refunding Bonds, or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Section 8. Effective Date. This Resolution shall take effect upon adoption. PASSED, APPROVED AND ADOPTED this I" day of June, 2015. J"oseero Rocha "Chairman OHSUSA:762214148.1 -4- 418564 ATTEST: CERTIFICATION I, Jeffrey Lawrence Cornejo, Jr., City Clerk of the City of Azusa, do hereby certify that Resolution No. 2015-R8 was duly adopted by the City Council of the City of Azusa, serving as the Successor Agency to the Former Redevelopment Agency, at a regular meeting held on the 151 day of June, 2015, by the following vote of the Agency: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE ffff en ce Corneome jo, r. Secretary APPROVED AS TO FORM: A Best BestKrieger, L P City Atto ey OHSUSA:762214148.1 -5- 418564 EXHIBIT A PRIOR Former Agency BONDS TO PROPOSED TO BE REFUNDED (a) $9,022,800 Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Tax Allocation Bonds 2005 Series A. (All still outstanding). (b) $11,580,000 Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Housing Tax Allocation Bonds 2008 Series B. ($10,565,000 outstanding now with $155,000 maturing on 8-1-15, a date prior to the anticipated refunding closing). (c) $15,780,000 Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Taxable Tax Allocation Bonds (Subordinate Lien) 2007 Series A. ($12,920,000 outstanding now with $505,000 maturing on 8-1-15, a date prior to the anticipated refunding closing). OHSUSA:762214148.1 A-1 418564 SECRETARY'S CERTIFICATE I, Jeffrey Lawrence Cornejo, Jr., City Clerk, acting for the Successor Agency to the Redevelopment Agency of the City of Azusa, do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Successor Agency duly and regularly held at the meeting place thereof on June 1, 2015, of which meeting all of the members of said Successor Agency had due notice and at which a majority thereof were present. I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: June 2, 2015. n eff e L cc Cornejo, ., U rk Acting for the Successor Agency I c i OHSUSA:762214148.1 418564