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HomeMy WebLinkAboutSA 2016-001SUCCESSORY AGENCY RESOLUTION NO. 2016-001 RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF ITS SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, TAX ALLOCATION REFUNDING BONDS (MERGED PROJECT AREA), SERIES 2016; APPROVING A FORM OF 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 Santa Ana (the "City") created the former Community Redevelopment Agency of the City of Santa Ana (the "Former RDA"); WHEREAS, the Former RDA 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; WHEREAS, the Former RDA adopted six redevelopment project areas between 1973 and 1989, including the Central City Redevelopment Project Area, the Inter -City Commuter Station Redevelopment Project Area, the North Harbor Boulevard Redevelopment Project Area, the South Harbor Boulevard/Fairview Street Redevelopment Project Area, the South Main Street Redevelopment Project Area, and the Bristol Corridor Redevelopment Project Area (the "constituent Redevelopment Projects" or "Redevelopment Projects"), each of which was adopted and approved in accordance with the Law; WHEREAS, to allow tax increment revenues to be shared between Redevelopment Projects and thereby facilitate redevelopment of the Redevelopment Projects, the Redevelopment Projects were merged in 2004 in compliance with all requirements of the Law, creating the Merged Project Area; WHEREAS, the Merged Plan contemplated that the Former RDA would issue its bonds to finance and/or refinance a portion of the cost of such redevelopment; WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) ("ABX1 26") adopted on June 29, 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; Resolution No. 2016-001 oHsu9A:765424668.1 Page 1 of 6 WHEREAS, the City agreed to serve as the successor agency (referred to herein as the "Successor Agency") to the Former RDA commencing upon the dissolution of the Former RDA on February 1, 2012 pursuant to ABX1 26; WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 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; WHEREAS, in 2003, the Former RDA issued and sold $20,945,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Bonds, Series 2003A, of which $13,920,000 aggregate principal amount will be outstanding as of September r2, 2016 (the "Series 2003A Bonds'), and $34,145,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series 2003B, of which $8,055,000 aggregate principal amount will be outstanding as of September 2, 2016 (the "Series 2003B Bonds" and, together with the Series 2003A Bonds, the "2003 Bonds'), pursuant to a First Supplement to Indenture with respect to the Series 2003A Bonds, dated as of April 1, 2003 (the "2003 First Supplement'), and a Second Supplement to Indenture with respect to the Series 2003B Bonds, dated as of May 1, 2003 (the "2003 Second Supplement'), each by and between the Former RDA and BNY Western Trust Company (now known as The Bank of New York Mellon Trust Company, N.A.), as successor trustee (the "2003 Trustee") and each supplementing that Indenture dated as of August 1, 1993, by and between the Former RDA and Dai-Ichi Kangyo Bank of California (the "1993 Indenture" and, as supplemented and amended by the 2003 First Supplement and the 2003 Second Supplement, the "2003 Indenture"), secured by and payable from tax increment revenues allocated to the South Main Street Redevelopment Project, and which 2003 Bonds are subject to optional redemption at any time at a redemption price equal to the outstanding principal amount thereof, plus interest due thereon to the date fixed for redemption, without premium; WHEREAS, in 2011, the Former RDA issued and sold $66,790,000 aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation Bonds (Merged Project Area), 2011 Series A, of which $66,770,000 aggregate principal amount is currently outstanding and will be outstanding as of September 2, 2016 (the "Series 2011 Bonds'), pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "2011 Bonds Indenture"), between the Former RDA and the Trustee, which Series 2011 Bonds are not subject to optional redemption at this time and are not being considered for refunding at this time; WHEREAS, Health & Safety Code Section 34177.5(a)(1) 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 Resolution No. 2016-001 Page 2 of 6 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; WHEREAS, the Successor Agency has solicited a report of an independent financial advisor entitled Bond Refunding Financing Plan (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 Department of Finance at its request; WHEREAS, the Successor Agency has determined to issue not to exceed $25,000,000 aggregate principal amount of its Successor Agency to the Community Redevelopment Agency of the City of Santa Ana, Tax Allocation Refunding Bonds (Merged Project Area), Series 2016 in one or more series, on a taxable basis or a tax- exempt basis, or both, and with such other name and series designation as is deemed appropriate (the "Refunding Bonds"), for the purpose of (i) refinancing certain redevelopment activities of the Former RDA through the refunding of the 2003 Bonds, (ii) paying the costs of issuing the Refunding Bonds, (iii) funding a Reserve Account as may be required 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; WHEREAS, the Refunding Bonds will be issued, payable from amounts on deposit in the Redevelopment Property Tax Trust Fund of the Agency (the "RPTTF") and allocated to the Agency's Redevelopment Obligation Retirement Fund, pursuant to an Indenture of Trust (the "Indenture"), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); and WHEREAS, following approval of the Successor Agency's Oversight Board (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 WHEREAS, there has been presented at this meeting a form of Indenture, a form of Continuing Disclosure Certificate and a form of Purchase Contract, each to be executed in connection with the issuance of the Refunding Bonds; Resolution No. 2016-001 oxsusAo65424668.1 Page 3 of 6 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA ACTING AS SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DOES HEREBY RESOLVE AS FOLLOWS: 1. Approval of Issuance of Refunding Bonds. The issuance of the Refunding Bonds, in order to refinance redevelopment activity pursuant to the Merged Plan, which is permitted by Health and Safety Code Section 34177.5(a)(1), 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 Clerk of the Council, acting for the Successor Agency. The Refunding Bonds, when so executed, are authorized to be delivered the Trustee for authentication. 2. Approval of Indenture. The form of Indenture presented at this meeting is hereby approved and the Mayor, the City Manager, the Executive Director - Finance & Management Services Agency and the Clerk of the Council (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 Indenture 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 Indenture as finally executed. 3. Approval of Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate to be executed and delivered by the Successor Agency (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 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. 4. Approval of Purchase Contract. The form of Bond Purchase Agreement, between the Successor Agency and the Underwriter (the "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 the 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 4.00%, the underwriters' discount (exclusive of original issue discount) shall not exceed 0.4%, the maturity of the Refunding Bonds date shall not exceed the maximum permitted 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 Resolution No. 2016-001 Page 4 of 6 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. 5. Bond Insurance and Surety 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. 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. 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 refunding escrow instructions, 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. 8. Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 5" day of July 2016. ���/ MigKA. Pulido Mayor Resolution No. 2016-001 OHSUSA:765424668.1 Page 5 of 6 APPR Sonia :n AS TO FORM: AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento (6) None (0) NOT PRESENT: Councilmembers: Tinaiero (1) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016-001 to be the original resolution adopted by the City Council of the City of Santa Ana on July 5, 2016. Date: 71j/ 070 /-k Resolution No. 2016-001 Page 6 of 6 Clerk of the Council City of Santa Ana