HomeMy Public PortalAbout17-25 - Issuance of Bonds to Refund Former Redevelopment's Project Area No 4 Tax Allocation Bonds, Series 2006RESOLUTION NO. 17 -25 -CSA
A RESOLUTION OF THE CARSON SUCCESSOR AGENCY OF THE CITY
OF CARSON, CALIFORNIA, AUTHORIZING THE ISSUANCE OF BONDS
TO REFUND THE FORMER REDEVELOPMENT AGENCY'S PROJECT
AREA NO.4 TAX ALLOCATION BONDS, SERIES 2006, AUTHORIZING
THE EXECUTION AND DELIVERY OF AN INDENTURE, A BOND
PURCHASE AGREEMENT, AN ESCROW AGREEMENT, AND TAKING
OTHER ACTIONS RELATED THERETO
WHEREAS, prior to the enactment of the dissolution law described below, the Carson
Redevelopment Agency (the "Redevelopment Agency") was a public body, corporate and politic,
duly established and authorized to transact business and exercise powers under and pursuant to the
provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of
Division 24 of the California Health and Safety Code (together with Parts 1.8 and 1.85 of Division
24, as amended, including by Senate Bill 107, adopted on September 22, 2015, the "Law"),
including the power to borrow funds and issue bonds for any of its corporate purposes, including
implementation of the provisions of the redevelopment plans enacted within its project areas; and
WHEREAS, a redevelopment plan for a redevelopment project known and designated as
"Project Area No. 4", approved and adopted by the City Council of the City on July 16, 2002, by
Ordinance No. 02-154, as amended by Ordinance No. 03-1299, adopted on November 4, 2003, and
includes any amendment of said Redevelopment Plan heretofore or hereafter made pursuant to the
Redevelopment Law ("Project Area No. 4").
WHEREAS, on October 11, 2010, pursuant to Ordinance No. 10-1459, the City of Carson
(the "City") created the "Carson Consolidated Project Area" by merging its former "Project Area
No. 1," "Project Area No. 4" and "Merged and Amended Project Area" into one merged area to
provide flexibility in expending moneys to eliminate blight within all three areas ("Consolidated
Project Area") and to allow for greater financial flexibility to provide funds in any project area
regardless of its source; and
WHEREAS, the redevelopment plan for the Consolidated Project Area is the governing
document for the Consolidated Project Area and the redevelopment plan for Project Area No. 4
(prior to the merge) is the governing document for Project Area No. 4 (each referred to herein as the
"Redevelopment Plan"); and
WHEREAS, the Carson Redevelopment Agency has heretofore authorized the issuance of
$28,000,000 aggregate principal amount of its Carson Redevelopment Agency Project Area No. 4
Tax Allocation Bonds, Series 2006 (the "2006 Bonds") pursuant to the terms of an Indenture of
Trust, dated as of October 1, 2006 (the "2006 Indenture"), by and between the Carson
Redevelopment Agency and the Bank of New York Trust Company, N.A. as predecessor to the
Bank of America New York Mellon Trust Company, N.A. (the "Trustee") under the 2006 Indenture;
and
WHEREAS, on June 27, 2012, after adopting California Assembly Bill No. 26 (First
Extraordinary Session) ("AB 1X 26") on June 29, 2011, which dissolved all redevelopment agencies
and community redevelopment 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
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former redevelopment agencies, the Legislature adopted Assembly Bill No. 1484, a follow on bill to
AB 1X 26, to provides a mechanism to refund tax allocation bonds under certain circumstances; and
WHEREAS, pursuant to California Health and Safety Code Section 34173(d), the Carson
Successor Agency is the successor agency (the "Successor Agency") to the Redevelopment Agency
with respect to the Redevelopment Agency's outstanding bonds, as confirmed by Resolution No. 12-
003 adopted by the City Council of the City of Carson on January 9, 2012; and
WHEREAS, the Successor Agency is authorized under Health and Safety Code Section
34177.5(a)(1) to refund the Series 2006 Bonds as long as the following two conditions are met: first,
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 Series 2006 Bonds to be refunded plus the remaining principal of the Series
2006 Bonds to be refunded; second, the principal amount of the refunding bonds or other
indebtedness shall not exceed the amount required to defease the Series 2006 Bonds, to establish
customary debt service reserves, and to pay related costs of issuance including costs of financial
advisors, consultants, counsel and staff related to the refunding (the "Refunding Test"); and
WHEREAS, current interest rates are favorable to effect a refinancing of the 2006 Bonds;
and
WHEREAS, C.M. de Crinis &Co., Inc., the Successor Agency's Municipal Advisor, has
provided information to show there are debt service savings associated with a refunding of the Series
2006 Bonds in sufficient amounts to meet or exceed the Refunding Test; and
WHEREAS, to provide moneys to refund the Series 2006 Bonds, the Successor Agency now
wishes to authorize the issuance and sale of certain refunding bonds, designated as "Successor Agency
to the Carson Redevelopment Agency Tax Allocation Refunding Bonds, Series 2018 (Project Area
No. 4)" (as said name may be adjusted by a Designated Officer, as defined herein, (the "Refunding
Bonds"), under the provisions of Section 34177.5 of the Law and Article 11 (commencing with
Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code
(collectively, the "Refunding Bond Law"), and to approve the form of and authorize the execution and
delivery of an Indenture of Trust, by and between the Successor Agency and the Trustee (the
"Indenture"); and
WHEREAS, if issued, the Refunding Bonds will be secured by certain tax increment
associated with Redevelopment Project Area No. 4; and
WHEREAS, in accordance with Section 34177.5(g) of the Law, the Refunding Bonds will
also be secured by certain moneys deposited in the Redevelopment Property Tax Trust Fund; and
WHEREAS, the Successor Agency will sell the Refunding Bonds to Piper Jaffray & Co., as
representative of itself and of FTN Financial Capital Markets, Ramirez & Co., Inc. and Cabrera
Capital Markets, LLC_(collectively, the "Underwriters") pursuant to the terms of a Bond Purchase
Agreement, by and among the Successor Agency and the Underwriters (the "Purchase Agreement"), a
form of which is on file with the Secretary; and
WHEREAS, in order to effect the sale of the Refunding Bonds by the Successor Agency, and
the refunding of the Series 2006 Bonds, the Successor Agency will be required to draft and approve a
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Preliminary Official Statement for the Refunding Bonds, a form of which will be presented to the
Successor Agency at a later date; and
WHEREAS, in order to comply with Rule 15c2-12 of the Securities and Exchange
Commission, the Successor Agency will subsequently approve the form and authorize the execution
and delivery of a continuing disclosure agreement by and between the Successor Agency and Digital
Assurance Certification, LLC, as dissemination agent (the "Continuing Disclosure Agreement"), a
form of which will be presented to the Successor Agency at a later date; and
WHEREAS, to effectuate the refunding of the Series 2006 Bonds, the Successor Agency
further desires to approve the form and authorize the execution and delivery of an Escrow Deposit and
Trust Agreement by and between the Successor Agency and the Trustee acting as Escrow Agent (the
"Escrow Agreement"), a form of which is on file with the Secretary, and to take other actions
necessary to effectuate the refunding.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, ACTING
AS SUCCESSOR AGENCY FOR THE DISSOLVED REDEVELOPMENT AGENCY OF
THE CITY OF CARSON, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. Recitals. The Recitals set forth above are true and correct and are
incorporated into this Resolution by this reference.
Section 2. Findings. The Successor Agency hereby makes the following findings:
(1) Due to low interest rates, it is beneficial to the City and all taxing
entities to undertake a refunding of the Series 2006 Bonds.
(2) The refinancing thresholds set forth in the Refunding Test have been
met or shall be met concurrently with the execution and delivery of the Purchase Agreement.
(3) The Successor Agency has made diligent efforts to ensure that the
lowest long-term cost financing is obtained, which shall not provide for any bullets or spikes
and shall not use variable rates.
(4) The Successor Agency has made use of an independent financial
advisor in developing financing proposals and in determining that the issuance of the
Refunding Bonds complies with Section 34177.5(x)(1), and the Successor Agency shall
make the work products of the financial advisor available to the California State Department
of Finance upon request.
Section 3. Authorization to Proceed. The Successor Agency hereby approves the
issuance of the Refunding Bonds in a principal amount not to exceed $25,000,000, the final principal
amount to be determined by the official signing of the Purchase Agreement in accordance with
Section 7 below. The Successor Agency hereby determines that it is prudent in the management of
its fiscal affairs and a public purpose to issue the Refunding Bonds, which shall mature on the dates
and accrue interest at the rate set forth in the Purchase Agreement to be executed on behalf of the
Successor Agency in accordance with Section 7 hereof.
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Section 4. Approval of the Indenture. The Refunding Bonds shall be issued pursuant
to the Refunding Bond Law and pursuant to the Indenture. The Successor Agency hereby approves
the Indenture in the form on file with the City Clerk, as successor to the Secretary of the Successor
Agency. The Chair (Mayor), Vice Chair (Mayor Pro Tempore), Treasurer (Finance Director), and
Executive Director (City Manager) (the "Designated Officers"), each acting alone, are hereby
authorized and directed to execute, and the Secretary (City Clerk) or Assistant or Deputy Secretary
(Assistant or Deputy City Clerk) ("Secretary"), is hereby authorized and directed to attest, the
Indenture in said form, together with such additions thereto or changes therein as the Designated
Officer executing the Indenture, upon consultation with Bond Counsel, shall deem necessary,
desirable or appropriate, and the execution of the Indenture by a Designated Officer shall be
conclusive evidence of the approval of any such additions and changes.
Section 5. Authorization of Performance of Indenture. The Successor Agency hereby
authorizes the delivery and performance by the Successor Agency of the Indenture. The covenants
set forth in the Indenture to be executed in accordance with Section 4 above are hereby approved,
shall be deemed to be covenants of the Successor Agency, and shall be complied with by the
Successor Agency and its officers.
Section 6. Execution of Bonds. The Refunding Bonds shall be executed on behalf of
the Successor Agency by the manual or facsimile signature of a Designated Officer, and attested
with the manual or facsimile signature of the Secretary. The Bank of New York Mellon Trust
Company, N.A., is hereby appointed to act as Trustee for the Refunding Bonds.
Section 7. Approval of Purchase Agreement. The form of the Purchase Agreement
relating to the purchase of the Refunding Bonds by the Underwriter, a copy of which is on file with
the Secretary, is hereby approved in the form thereof, or with such changes as may be approved by a
Designated Officer, said Designated Officer's execution thereof to constitute conclusive evidence of
approval of all such changes, and each Designated Officer is hereby authorized, together or alone, to
execute and deliver the Purchase Agreement and to insert in the aforesaid Purchase Agreement the
dollar amount which reflects the provisions of said Purchase Agreement; provided, however, that the
purchase meets the requirements of the Refunding Test and the Underwriter's discount shall not
exceed 1% of the principal amount of the Refunding Bonds thereof, excluding any original issue
discount on the Refunding Bonds.
Section 8. Direction on the Continuing Disclosure Agreement. The Designated
Officers are directed to prepare or cause to be prepared the Continuing Disclosure Agreement. The
Designated Officers shall present the Continuing Disclosure Agreement, in substantially final form,
for approval by the Successor Agency prior to the issuance of the Refunding Bonds.
Section 9. Direction on the Preliminary Official Statement. The Designated Officers
are hereby directed to prepare or cause to be prepared the Preliminary Official Statement related to
the Refunding Bonds describing pertinent information with respect to the Refunding Bonds for
investors and information required under Federal Securities' laws. The Designated Officers shall
present the Preliminary Official Statement, in a substantially final form, for approval by the
Successor Agency prior to the issuance of the Refunding Bonds.
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Section 10. Approval of Escrow Agreement. The Series 2006 Bonds will be refunded
pursuant to the terms of the Escrow Agreement. The form of the Escrow Agreement, which is on file
with the Secretary, be and is hereby approved in substantially the form thereof or with such changes
as may be approved by a Designated Officer, said Designated Officer's execution thereof to
constitute conclusive evidence of said officer's approval of all such changes, and each Designated
Officer be and is hereby authorized, together or alone, to execute and deliver said Escrow
Agreement.
Section 11. Valid and Binding Obligation Pursuant to Section 34177.5(g) of the Law, any
bonds authorized by Section 34177.5 shall be considered indebtedness incurred by the dissolved
redevelopment agency, with the same legal effect as if the bonds had been issued, incurred, or
entered into prior to June 29, 2011, in full conformity with the applicable provisions of the
Redevelopment Law that existed prior to that date, shall be included in the successor agency's
Recognized Obligation Payment Schedule, and shall be secured by a pledge of, and lien on, and shall
be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund
established pursuant to subdivision (c) of Section 34172, as provided in paragraph (2) of subdivision
(a) of Section 34183. Property tax revenues pledged to any such bonds are taxes allocated to the
successor agency pursuant to subdivision (b) of Section 33670 and Section 16 of Article XVI of the
California Constitution. Pursuant to Section 33641.5 of the Redevelopment Law, a pledge of
collateral by a redevelopment agency to secure, directly or indirectly, the payment of the principal or
redemption price of, or interest on, any bonds which is issued by or entered into by an agency shall
be valid and binding in accordance with the terms of the pledge document from the time the pledge
is made for the benefit of pledgees and successors thereto.
Section 12. Confirmation of Consultants. The Successor Agency hereby confirms that
Aleshire & Wynder LLP shall serve as Bond Counsel at its hourly rate under its contract with the
City; that 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 & Co., Inc., will serve as
Municipal Advisor; and that DHA Consulting will serve as Fiscal Consultant, in connection with the
issuance of Refunding Bonds. The Executive Director/ City Manager is hereby authorized to enter
into and execute such engagement letters, amendments or contracts as he deems necessary for said
services
Section 13. Appointment of a Bond Underwriter. The Successor Agency hereby
appoints Piper Jaffray & Co., as representative of itself and of FTN Financial Capital Markets,
Ramirez & Co., Inc. and Cabrera Capital Markets, LLC to serve as Underwriters in connection with
the issuance of the Refunding Bonds subject to a Purchase Agreement to be entered into with said
underwriters.
Section 14. Recovery of Costs. Staff is hereby authorized and ordered to take all actions
necessary recover reasonable costs incurred in connection with this transaction from the proceeds of
the Refunding Bonds or, if the Successor Agency is not able to issue its bonds or the issuer is not
able to issue its bonds relating to the Successor Agency, by including such costs in a future
Recognized Obligation Payment Schedule. The recovery of such costs shall be in addition to and
shall not count against any administrative cost allowance of the Successor Agency as such allowance
is defined in Health and Safety Code Section 34171(b).
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Section 15. Further Action. Upon approval by the Successor Agency, the Successor
Agency hereby directs the Executive Director and other appropriate officers and employees of the
Successor Agency to submit or cause to be submitted all legal proceedings and documents to issue
the Refunding Bonds to the Oversight Board and the State Department of Finance for consideration
at the earliest practical opportunity.
Section 16. Official Action. All actions heretofore taken by the officers and agents of the
Successor Agency with respect to the issuance of the Refunding Bonds are hereby approved,
confirmed and ratified. The Designated Officers of the Successor Agency and the Secretary 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,
including applying for bond insurance, reserve fund insurance policies, execution and delivery of
any and all assignments, certificates, tax certificates, municipal bond insurance commitments and
agreements, reserve surety commitments, requisitions, including requisitions for the payment of
costs of issuance of the Refunding Bonds, agreements, notices, consents, instruments of conveyance,
warrants, final and conclusive determination with respect to the Refunding Bonds, to divide the
Refunding Bonds into fewer or additional series, which may be issued on a tax-exempt or taxable
basis, as applicable, and other documents, which they, or any of them, may deem necessary or
advisable in order to consummate the sale, issuance and delivery of the Refunding Bonds to the
purchaser, or purchasers of the Refunding Bonds. This resolution constitutes the approval of the
Official Statement and the Continuing Disclosure Certificate for the purposes of the Oversight
Board. The Successor Agency shall not be required to return for a second approval to the Oversight
Board or State Department of Finance for any future action approved by this resolution, including
Sections 8 and 9.
Section 17. Severability. 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 18. Effective Date. This Resolution shall take effect immediately upon its
passage.
PASSED, APPROVED and ADOPTED this 5`h day of December, 2017.
APPROVED AS TO FORM: CITY OF CARSON:
m
i
Sun lta City Attorney be Robles, ayor
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ATTEST:
0—'--0j ❑A--�-
Donesia L. Gause, MMC, Agency Secretary
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Donesia L. Gause, Agency Secretary of the Carson Successor Agency, hereby attest to and certify
that the foregoing resolution, being Resolution No. 17 -25 -CSA, adopted by the Carson Successor
Agency at its meeting held on December 5, 2017, by the following vote:
AYES: COUNCIL MEMBERS: ROBLES , DAVIS—HOLMES , SANTARINA, HICKS, HILTON
NOES: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
Donesia L. Gause, MMC, Agency Secretary
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