HomeMy Public PortalAbout16-24 - Approving Changes to Documents, the Form of a Continuing Disclosure Certificate and Preliminary Official Statement in Connection with IssuanceRESOLUTION NO. 16 -24 -CSA
A RESOLUTION OF THE CARSON SUCCESSOR AGENCY
OF THE CITY OF CARSON, CALIFORNIA, APPROVING
CHANGES TO DOCUMENTS, THE FORM OF A
CONTINUING DISCLOSURE CERTIFICATE AND
PRELIMINARY OFFICIAL STATEMENT IN CONNECTION
WITH THE ISSUANCE OF THE CARSON SUCCESSOR
AGENCY'S TAX ALLOCATION REFUNDING BONDS
SERIES 2016A (PROJECT AREA NO. I SECOND LIEN;
RPTTF SECURED) (TAXABLE) AND TAKING CERTAIN
OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, on December 1, 2015, pursuant to Resolution No. 15 -28 -CSA (the "Authorizing
Resolution") of the Carson Successor Agency (the "Agency"), the Agency authorized the form and
execution of certain legal documents ("Legal Documents") in connection with the issuance of its Tax
Allocation Refunding Bonds, Series 2016A (Project Area No. I Second Lien; RPTTF Secured)
(Taxable) (the "Series 2016 Bonds") for the purpose of refinancing the Carson Redevelopment
Agency's Redevelopment Project Area No. I Tax Allocation Bonds, Series 2009A (the "Series 2009
Bonds"); and
WHEREAS, the Authorizing Resolution directed the authorized officers of the Agency to
prepare the Preliminary Official Statement and certain other certificates and permitted the authorized
officers of the Agency to make any changes to the Legal Documents as they deem necessary; and
WHEREAS, on February 2, 2016, pursuant to Resolution No. 16 -03 -CSA ("Second
Resolution"), the Agency approved of the continuing disclosure certificate to be acknowledged by
Digital Assurance Certification, LLC, as dissemination agent thereunder, to comply with Rule 15c-2-
12 of the Securities and Exchange Commission (the "Continuing Disclosure Certificate"), and to
authorize the dissemination of a Preliminary Official Statement ("Preliminary Official Statement") in
connection with the sale of the Series 2016 Bonds and to execute a final Official Statement; and
WHEREAS, the Authorizing Resolution and the Second Resolution remain in full force and
effect and shall continue to remain in full force and effect.
WHEREAS, due to the fact that the State of California Department of Finance ("DOF")
disapproved of a related refunding of the Installment Payment Agreement, dated as of June 1, 2009,
between the Agency, the Carson Public Financing Authority and the City of Carson, which
refunding was to take place concurrently with the issuance of the Series 2016 Bonds, the issuance of
the issuance of the 2016 Bonds was delayed while the Agency litigated certain issues related to the
Installment Payment Agreement with DOF; and
WHEREAS, Agency is ready to move forward with the issuance of the Series 2016 Bonds
and the staff of the Agency has updated the Subordinate Indenture (all undefined terms shall be as
defined in the Authorizing Resolution), the Purchase Contract, the Escrow Agreement, the
Continuing Disclosure Certificate and the Preliminary Official Statements (collectively, the "Legal
Documents"), copies of which are on file with the Secretary of the Agency; and
RESOLUTION NO. 16 -24 -CSA
Page 2
WHEREAS, DOF and the Oversight Board has previously approved of a refunding of the
Series 2009 Bonds pursuant to Oversight Board Resolution No, 15-35, adopted on December 2,
2015 and a letter from the DOF, dated February 26, 2016; and
WHEREAS, since the transactions are not taking place concurrently as previously
contemplated, the 2016 Bonds will be secured on a parity with the installment payments for debt
service ("Debt Service Installment Payments") under the Installment Payment Agreement except as
stated in the Indenture, which Debt Service Installment Payments secure the Carson Public
Financing Authority Lease Revenue Bonds (Remediation Project), Series 2009, and are recognized
by DOF pursuant to the terms of the Settlement Agreement, dated August 8, 2016, between the
DOF, the City, the Authority and the Agency; and
WHEREAS, the Agency approves the changes to the Legal Documents and wishes to again
approve the form of, the Continuing Disclosure Certificate and the Preliminary Official Statement,
all of which are permitted pursuant to the Authorizing Resolution;
NOW, THEREFORE, BE IT RESOLVED by the Carson Successor Agency, successor
agency to the dissolved Carson Redevelopment Agency, as follows:
Section 1. Recitals. The above recitals are true and correct.
Section 2. Approval of the Continuin2 Disclosure Certificate. The forrn of the
Continuing Disclosure Certificate, a copy of which is attached to the Preliminary Official Statement
and is on file with the City Clerk, be and is hereby approved in substantially the form thereof or with
such changes as may be approved by an the Chair (Mayor), or Executive Director (City Manager) of
the Agency (the "Designated Officer"), said Designated Officer's execution thereof to constitute
conclusive evidence of said Designated Officer's approval of all such changes, and each Designated
Officer be and is hereby authorized, together or alone, to execute and deliver said Continuing
Disclosure Certificate.
Section 3. Approval of the Preliminary Official Statement. The form of the
Preliminary Official Statement presented at this meeting describing the Series 2016 Bonds, the
Agency, the Redevelopment Project Area No. 1, and certain other information deemed material to an
informed investment decision relating to the Series 2016 Bonds, is hereby approved, with such
changes as maybe approved by a Designated Officer in consultation with Jones Hall, A Professional
Law Corporation, as Disclosure Counsel. Any Designated Officer is authorized to deem final the
Preliminary Official Statement as of its date for the put -pose of Rule 15c2-12 under the Securities
Exchange Act of 1934 as amended. The Final Official Statement shall be in substantially the fon-n
of the Preliminary Official Statement with such changes, insertions and omissions as may be
approved by a Designated Officer, such approval to be conclusively evidenced by the delivery
thereof. The Designated Officers are each hereby authorized and directed, for and in the name of
and on behalf of the Agency, to execute and deliver the final Official Statement and any supplement
or amendment thereto to the Piper Jaffray & Co., as representative of itself and of FTN Financial
Capital Markets and BOSC, Inc., a subsidiary of BOK Financial Corporation (collectively, the
"Underwriter").
2
01007.0527/319793.2
RESOLUTION NO. 16 -24 -CSA
Page 3
Section 4. Confirmation of Consultants. The Successor Agency has previously
appointed and hereby confirms that Aleshire & Wynder LLP shall serve as Bond Counsel, now
adjusted at its hourly rate pursuant to its contract; Jones Hall, A Professional Law Corporation will
serve as Disclosure Counsel in connection with the issuance of the Refunding Bonds; that C.M. de
Crinis and Co., Inc., Public Finance Advisors, will serve as Financial Advisor; and that DHA
Consulting will serve as Fiscal Consultant, in connection with the issuance of Refunding Bonds.
Section 5. Effective Date. This Resolution shall take effect immediately upon its
passage.
ADOPTED, SIGNED and APPROVED this 14"' day of November, 2016.
I rt Robles, Chair
ATTEST:
Done�a L. bause, Secretarvy
APPROVED A FORM:
PPROVED A 0 F�RM*
w� u S It i 'y
nny Soltani',,1gen Atto-'rney
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF CARSON
1, Donesia L. Gause, Secretary of the Carson Successor Agency, of the City of Carson, California,
hereby attest to and certify that the foregoing resolution, Resolution No. 16 -25 -CSA, adopted by
said Agency at its meeting held on the 14"' day of November, 2016, by the following vote:
AYES:
AGENCY MEMBERS:
Chairman Robles, Davis -Holmes, Santarina, Hilton,
and Hicks
NOES:
AGENCY MEMBERS:
None
ABSTAIN:
AGENCY MEMBERS:
None
ABSENT:
AGENCY MEMBERS:
None
Col.
/11 DWriesia-L. Gause, Secretary
01007.0527/319793,2