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SA-2017-001SUCCESSOR AGENCY RESOLUTION NO. SA -2017-001 RESOLUTION OF THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS IN AN AMOUNT OF NOT TO EXCEED $150,000,000, AND APPROVING THE FORM OF AN INDENTURE OF TRUST, A FORM OF ESCROW AGREEMENT, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Anaheim Redevelopment Agency (the "Prior Agency") was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) (the "Law"), and the powers of the Prior Agency included the power to issue bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for the Anaheim Merged Redevelopment Project Area was adopted and approved, and subsequently amended, in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, the Prior Agency has previously incurred the obligations listed on Exhibit A hereto (collectively, the "Prior Obligations"); and WHEREAS, on June 28, 2011, the California Legislature adopted ABxl 26 (the "Dissolution Act") and ABxl 27 (the "Opt -in Bill"); and WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the dissolution of the Prior Agency as of February 1, 2012; and WHEREAS, the Prior Agency, including its redevelopment powers, assets and obligations, was transferred on February 1, 2012 to the Successor Agency to the Anaheim Redevelopment Agency (the "Successor Agency"); and WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 California Budget; and WHEREAS, California Health and Safety Code Section 34177.5(a)(1) authorizes successor agencies to refund outstanding bonds or other indebtedness 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, does 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 does not exceed the amount required to defease the bonds or other indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance; and WHEREAS, the Successor Agency desires to authorize and approve the issuance of tax allocation refunding bonds (the "2018 Bonds") in an aggregate principal amount sufficient to refund all or a portion of the Prior Obligations, and to irrevocably set aside a portion of the proceeds of such 2018 Bonds in a separate segregated trust fund which will be used to refi►nd the outstanding Prior Obligations being refunded, to pay costs in connection with the issuance of the 2018 Bonds and to make certain other deposits as required by the Indenture (as defined below); and WHEREAS, the 2018 Bonds shall be secured by a pledge of property tax revenues authorized by California Health and Safety Code Section 34177.5(a) and (g), pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Bond Law"); and WHEREAS, the Successor Agency wishes at this time to approve matters relating to the issuance and sale of the 2018 Bonds; and NOW THEREFORE, THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE ANAHEIM REDEVELOPMENT AGENCY, DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Subject to the provisions of the Indenture referred to in Section 2 hereof, the issuance of the 2018 Bonds, in one or more series, and from time to time, in an aggregate principal amount of not to exceed $150,000,000, or such lesser amount as is sufficient to refund all or a portion of the Prior Obligations listed on Exhibit A for the purpose of achieving debt service savings in accordance with Health & Safety Code Section 34177.5(a)(1) and the pledge of property tax revenues to the 2018 Bonds pursuant to the Indenture approved by Section 2 of this Resolution (as authorized by California Health and Safety Code Section 34177.5(a) and (g)) is hereby approved on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture. The 2018 Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the 2018 Bonds shall be applied as provided in the Indenture. The 2018 Bonds may be issued as a single issue, or from time to time, in separate series, each of which may be issued on a taxable or tax-exempt basis, as the Successor Agency shall detennine. The approval of the issuance of the 2018 Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of 2018 Bonds and the sale of the 2018 Bonds at a public or private sale, without the need for any further approval from the Oversight Board. Section 2. The form of the Indenture of Trust (the "Indenture") presented herewith, providing for the issuance of the 2018 Bonds, is hereby approved. The Chairperson, the Executive Director, any other member of the governing board of the Successor Agency, the City's Housing Programs Manager, or any of their respective written designee(s) (each an "Authorized Officer" and collectively, the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Indenture, in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. If the 2018 Bonds are to be sold in separate series at different times, each of the Authorized Officers is hereby authorized 2 and directed in the name of the Successor Agency to execute any supplement to the Indenture to provide for the issuance of such series of Bonds consistent with the terms of the Resolution. Each of the Authorized Officers is hereby authorized and directed to execute and countersign each of the 2018 Bond forms on behalf of the Successor Agency, either manually or in facsimile, and such signing as herein provided shall be a sufficient and binding execution of the 2018 Bonds on behalf of the Successor Agency. In case any of such officers whose signature appears on the 2018 Bond forms shall cease to be such officer before the delivery of the 2018 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as though such officer had remained in office until the delivery of the 2018 Bonds. Section 3. The 2018 Bonds shall be sold by negotiated sale pursuant to the Bond Purchase Agreement in substantially the form presented herewith, between the Successor Agency and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"). The Bond Purchase Agreement is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes and additions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the Bond Purchase Agreement shall be signed only if the terms of the agreement comply with the requirements and parameters set forth in this Resolution, in particular Sections 1 and 6 hereof. In the event the Successor Agency elects to sell the 2018 Bonds in more than one series and at more than one time, the Bond Purchase Agreement is hereby approved for such subsequent sale(s) with such changes as may be deemed necessary or appropriate by the Authorized Officer executing the same so long as the terms of the Bond Purchase Agreement comply with this Resolution, in particular Sections 1 and 6 hereof. Section 4. The form of the Escrow Agreement presented herewith is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver one or more Escrow Agreements for each of the Prior Obligations in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, including without limitation the addition or removal of parties such agreements, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The form of the Continuing Disclosure Certificate presented herewith is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Each of the Authorized Officers and other appropriate officers of the Successor Agency, acting alone, is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all docu vents and contracts that they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 2018 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2018 Bonds, the Indenture, the Continuing Disclosure Certificate, the Bond Purchase Agreement and the Escrow Agreements, each in order to facilitate the issuance of the 2018 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, to amend any of the legal documents entered into in connection with the Prior Obligations in order to effectuate the defeasance and refunding of such Prior Obligations, to execute irrevocable refunding instructions with respect to the Prior Obligations, to secure municipal bond insurance on the 2018 Bonds and/or a reserve surety to fund all or a portion of any reserve account or fund established for the 2018 Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to enter into an agreement to sell the 2018 Bonds (provided that the Underwriter's discount for the sale of the 2018 Bonds shall not exceed 0.35% of the aggregate principal amount of the 2018 Bonds), to request subordination of any amounts required to be paid to an affected taxing entity to any or all of the 2018 Bonds, as the Authorized Officer may require or approve, in consultation with Bond Counsel and the Successor Agency's financial advisor, and any such actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved. Section 7. Stradling Yocca Carlson & Rauth, a Professional Corporation, is hereby approved and appointed as Bond Counsel, Jones Hall, a Professional Law Corporation, is hereby approved and appointed as Disclosure Counsel, Keyser Marston Associates, Inc. is hereby approved and appointed as Fiscal Consultant, CSG Advisors Incorporated is hereby approved and appointed as Municipal Advisor, U.S. Bank National Association is hereby appointed as Trustee, and Stifel, Nicolaus & Company, Incorporated is hereby appointed as Underwriter, each to provide such services to the Successor Agency and any other related services as may be required to issue the 2018 Bonds and to defease and/or refund the Prior Obligations. Section 8. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency declares that the Successor Agency would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. Section 9. This Resolution shall take effect immediately upon its adoption by the governing board of the Successor Agency, and the Secretary shall certify the vote adopting this resolution. M EXHIBIT A PRIOR OBLIGATIONS Anaheim Redevelopment Agency (Anaheim Merged Redevelopment Project Area) 2007 Tax Allocation Refunding Bonds, Series A Anaheim Redevelopment Agency (Anaheim Merged Redevelopment Project Area) 2007 Tax Allocation Refunding Bonds, Series C Anaheim Redevelopment Agency (Anaheim Merged Redevelopment Project Area) 2010 Tax Allocation Bonds (Taxable Recovery Zone Economic Development Bonds) BE PASSED AND ADOPTED by the Successor Agency to the Anaheim Redevelopment Agency, this 26th day of September, 2017, by the following vote: AYES: Vice Chairman Vanderbilt and Agency Members: Barnes, Moreno, Kring and Faessel NOES: None ABSENT: Chairman Tait and Agency Member: Murray ABSTAIN: None Vice Chair ATTESTED: v Acting Secretary 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting Secretary of the Successor Agency to the City of Anaheim Redevelopment Agency, herby certify that the foregoing resolution SA -2017-001 was duly adopted by the Successor Agency to the Anaheim Redevelopment Agency, at its regular meeting held on the 26th day of September, 2017 and that it was so adopted by the following vote: AYES: Vice Chairman Vanderbilt and Agency Members: Barnes, Moreno, Kring and Faessel NOES: None ABSTAIN: None ABSENT: Chairman Tait and Agency Member: Murray IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of September, 2017. SECRETARY TO THE SUCCESSOR AGENCY (SEAL)