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HomeMy WebLinkAboutSA RES 16-01 SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY RESOLUTION NO. 16-01 RESOLUTION OF THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING OBLIGATIONS OF THE FORMER TUSTIN COMMUNITY REDEVELOPMENT AGENCY, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND ESCROW AGREEMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS 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 Tustin Community Redevelopment Agency (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 Tustin Community Redevelopment Agency (the "Successor Agency") has become the successor entity to the Former Agency; WHEREAS, redevelopment plans for the Former Agency's Town Center Redevelopment Project, South Central Redevelopment Project and MCAS-Tustin Redevelopment Project in the City of Tustin (the "City") have been adopted in compliance with all requirements of the Code; WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued the following obligations: (a) $26,170,000 Tustin Community Redevelopment Agency Tax Allocation Housing Bonds, Series 2010 (the "2010 Housing Bonds"), to refinance low and moderate income housing activities within the City, of which $21,225,000 principal amount remains outstanding, and (b) $44,170,000 Tustin Community Redevelopment Agency Tax Allocation Bonds (MCAS-Tustin Redevelopment Project Area), Series 2010 (the "2010 Redevelopment Bonds" and, with the 2010 Housing Bonds, the "Former Agency Obligations"), to finance redevelopment activities within and for the benefit of the MCAS-Tustin Redevelopment Project, of which $40,160,000 principal amount remains outstanding; Successor Agency Resolution No. 16-01 Page 1 of 6 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 California 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, to determine compliance with the Savings Parameters for purposes of the issuance by the Successor Agency of its tax allocation refunding bonds (the "Refunding Bonds"), the Successor Agency has caused its municipal advisor, Fieldman Rolapp & Associates (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 repay or refund all or a portion of the Former Agency Obligations (the "Debt Service Savings Analysis"); WHEREAS, the Debt Service Savings Analysis has demonstrated that a refunding of both the 2010 Housing Bonds and the 2010 Redevelopment Bonds will satisfy the Savings Parameters; WHEREAS, the Successor Agency desires at this time to authorize the issuance of its Successor Agency to the Tustin Community Redevelopment Agency (Orange County, California) Tax Allocation Refunding Bonds, Series 2016, to refund the 2010 Housing Bonds and the 2010 Redevelopment Bonds (the "Bonds"), 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"); WHEREAS, pursuant to section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency; WHEREAS, the Successor Agency is now requesting that the Oversight Board approve the issuance of the Bonds pursuant to this Resolution and the Indenture; WHEREAS, the Successor Agency further requests 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 Bonds; WHEREAS, the Successor Agency has determined to sell the Bonds to Piper Jaffray & Co. (the "Underwriter") pursuant to the terms of a bond purchase agreement to be entered into by the Successor Agency and the Underwriter; and WHEREAS, following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of this Resolution and a resolution of approval of the Oversight Board (the "Oversight Board Resolution") to the California Department of Finance, the Successor Agency will, with the assistance of its disclosure counsel, the Municipal Advisor and its fiscal consultant, cause to be prepared a form of official statement for the Bonds describing the Bonds and containing material information Successor Agency Resolution No. 16-01 Page 2 of 6 relating to the Successor Agency and the 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 Bonds, and a bond purchase agreement between the Successor Agency and the Underwriter will be prepared, the preliminary form of which will be submitted to the Successor Agency for approval. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DOES RESOLVE AS FOLLOWS: SECTION 1. Determination of Savings. The Successor Agency has determined 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 Bonds to provide funds to refund and defease the 2010 Housing Bonds and the 2010 Redevelopment Bonds, all as evidenced by the Debt Service Savings Analysis on file with the Successor Agency Secretary, which Debt Service Savings Analysis is hereby approved. SECTION. 2. Approval of Issuance of the Bonds. The Successor Agency hereby authorizes and approves the issuance of the Bonds under the Law and the Refunding Law in the aggregate principal amount of not to exceed $65,000,000, provided that the 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 Bonds and the application of the proceeds of the Bonds in the form on file with the Successor Agency Secretary. The Chair of the Successor Agency and the Executive Director(each, an "Authorized Officer"), each acting alone, are hereby authorized and directed to execute and deliver, and the Successor Agency Secretary, is hereby authorized and directed to attest to, the Indenture for and in the name and on behalf of the Successor Agency in such form, together 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 Escrow Agreements. (a) The form of escrow agreement, by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow bank(the "Escrow Bank"), relating to the refunding and defeasance of the 2010 Housing Bonds (the "2010 Housing Bonds Escrow Agreement"), in the form on file with the Successor Agency Secretary, is 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 2010 Housing Bonds Escrow Agreement in such form together 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 Successor Agency Resolution No. 16-01 Page 3 of 6 execution and delivery of the 2010 Housing Bonds Escrow Agreement. The Successor Agency hereby authorizes the delivery and performance of the 2010 Housing Bonds Escrow Agreement. (b)The form of escrow agreement, by and between the Successor Agency and the Escrow Bank relating to the refunding and defeasance of the 2010 Redevelopment Bonds (the "2010 Redevelopment Bonds Escrow Agreement"), in the form on file with the Successor Agency Secretary, is 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 2010 Redevelopment Bonds Escrow Agreement in such form together 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 2010 Redevelopment Bonds Escrow Agreement. The Successor Agency hereby authorizes the delivery and performance of the 2010 Redevelopment Bonds Escrow Agreement. SECTION 5. Municipal Bond Insurance and Surety Bond. 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 Bonds and reserve account surety bond for the 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 surety bond will result in economic savings. SECTION 6. Approval of Official Statement and Bond Purchase Agreement. (a) Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of this Resolution and the Oversight Board Resolution to the California Department of Finance, the Successor Agency will, with the assistance of its disclosure counsel, its fiscal consultant and the Municipal Advisor, cause to be prepared a form of official statement for the Bonds describing the Bonds and containing material information relating to the Successor Agency and the 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 Bonds. (b) Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of this Resolution and the Oversight Board Resolution to the California Department of Finance, the Underwriter will cause to be prepared a form of bond purchase agreement, the preliminary form of which will be submitted to the Successor Agency for approval. SECTION 7. Oversight Board Approval of the Issuance of the Bonds. The Successor Agency hereby requests the Oversight Board, as authorized by section 34177.5(f), to direct the Successor Agency to undertake the refunding proceedings and, as authorized by section 34177.5(f) and section 34180, to approve the issuance of thePO Bonds pursuant to section 34177.5(a)(1) this Resolution and the Indenture. Successor Agency Resolution No. 16-01 Page 4 of 6 SECTION 8. 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 Bonds: (a) The Successor Agency is authorized, as provided in section 34177.5(f), to recover its costs related to the issuance of the Bonds from the proceeds of the Bonds, including the cost of reimbursing its administrative staff for time spent with respect to the authorization, issuance, sale and delivery of the Bonds; (b) The application of the proceeds of the Bonds by the Successor Agency to the refunding and defeasance of the 2010 Housing Bonds and the 2010 Redevelopment Bonds, as well as the payment by the Successor Agency of costs of issuance of the Bonds, as provided in section 34177.5(a), including municipal bond insurance and reserve fund surety bond premiums, if required, shall be implemented by the Successor Agency promptly upon sale and delivery of the 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 Orange 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 34181(a)(3) without any deductions with respect to continuing costs related to the 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 Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings for the 2010 Housing Bonds and the 2010 Redevelopment Bonds from such property tax revenues pursuant to section 34183 without reduction in its Administrative Cost Allowance. SECTION 9. Filing of Debt Service Savings Analysis and Resolution. The Successor Agency Secretary 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 Orange County Administrative Officer, the Orange County Auditor-Controller and the California Department of Finance. SECTION 10. Official Actions. The Authorized Officers 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, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance Successor Agency Resolution No, 16-01 Page 5 of 6 and in the issuance, sale and delivery of the Bonds. Whenever in this Resolution any opio 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 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. SECTION 12. Certification. The Secretary shall certify to the passage and adoption hereof. PASSED AND ADOPTED at a special meeting oche Successor Agency to the Tustin Community Redevelopment Agency held o th- th day • June, 2016. % 1101P JOHI fLNIELSEN, Mayor on behalf of the Successor Agency ATTEST: ERICA N. ' A BE, City Clerk on behalf of the Successor Agency STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Erica N. Rabe, City Clerk of the City of Tustin, California, acting as the Successor Agency for the Tustin Community Redevelopment Agency, do hereby certify that the whole number of the members of the Successor Agency is five; that the above and foregoing Resolution No. 16-01 was duly assessed and adopted at a special meeting held on the 7th day of June, 2016, by the following vote: COUNCILMEMBER AYES: Nielsen, Bernstein, Lumbard, Murray, Puckett (5) COUNCILMEMBER NOES: None ( 0) COUNCILMEMBER ABSTAINED: None ( 0) COUNCILMEMBER ABSENT: None ( 0) 4414C -----, ERICA N. RABE, '"` City Clerk on behalf of the Successor Agency Successor Agency Resolution No. 16-01 Page 6 of 6