Loading...
Res 15-012RESOLUTION NO. 15 -012 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, AS SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY, AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT FOR THE SUCCESSOR AGENCY'S TAX ALLOCATION REFUNDING BONDS, APPROVING THE FORMS OF A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT, AND FOUR ESCROW AGREEMENTS IN CONNECTION THEREWITH, AND AUTHORIZING CERTAIN RELATED ACTIONS WHEREAS, the Poway 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 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Health and Safety Code ")) (the "Redevelopment 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 Paguay Redevelopment Project Area (the " Paguay Redevelopment Project "), in the City of Poway (the "City "), was adopted and approved by Ordinance No. 117, adopted by the City Council of the City of Poway (the "City Council ") on December 13, 1983, and subsequently amended various times in compliance with all requirements of the Redevelopment Law (as in effect on the respective dates thereof); and WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment Project, Tax Allocation Refunding Bonds, Series 2000 (the "2000 Bonds "); and WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment Project, Tax Allocation Bonds, Series 2001 (the "2001 Bonds "); and WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment Project, Tax Allocation Bonds, Series 2003 (the "2003 Bonds "); and WHEREAS, the Prior Agency has previously issued its Paguay Redevelopment Project, Tax Allocation Refunding Bonds, Series 2007 (the "2007 Bonds "), and WHEREAS, pursuant to Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code (as heretofore amended, the "Dissolution Act "), enacted by AB X1 26 in June 2011, and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Prior Agency was dissolved as of February 1, 2012; and Resolution No. 15 -012 Page 2 WHEREAS, pursuant to the Dissolution Act, the Successor Agency to the Poway Redevelopment Agency (the "Successor Agency ") was constituted as a separate public entity from the City; and WHEREAS, Section 34177.5(a)(1) of the Dissolution Act specifically authorizes the issuance of refunding bonds by the Successor Agency to refund outstanding bonds for the purpose of reducing debt service and providing savings to the Successor Agency; and WHEREAS, to refund the 2000 Bonds, the 2001 Bonds, the 2003 Bonds, and the 2007 Bonds, or such portion thereof as the Successor Agency may determine in its discretion in consultation with its financial advisor (collectively, the "Refunded Bonds "), for the purpose of reducing debt service and providing savings to the Successor Agency, the Successor Agency wishes at this time to issue bonds in the approximate aggregate principal amount of One Hundred Eighty -Five Million Dollars ($185,000,000) (the "2015 Bonds "), secured by a pledge of property tax revenues authorized by Sections 34177.5(a) and (g) of the Health and Safety Code, all 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 has previously approved and adopted its Resolution No. 15 -007, approving the issuance of the 2015 Bonds as a single issue, or in separate series, as determined by the Successor Agency in consultation with Bond Counsel to comply with federal tax laws, and the form of an Indenture of Trust, at its meeting on March 17, 2015; and WHEREAS, in accordance with the provisions of Section 4 of Resolution No. 15- 007, the Successor Agency desires at this time to approve the form of a Bond Purchase Agreement, as well as the forms of certain other documents required in connection with the issuance of the 2015 Bonds; WHEREAS, the forms of a Bond Purchase Agreement, a Preliminary Official Statement (including therein the form of a Continuing Disclosure Agreement), and four Escrow Agreements are on file with the City Clerk of the City, as Successor Agency; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POWAY AS SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the foregoing recitals is true and correct and is a substantive part of this Resolution. Section 2. The Bond Purchase Agreement (the "Bond Purchase Agreement "), proposed to be entered into by and between the Successor Agency and Stifel, Nicolaus & Company, Inc., as representative of itself, Morgan Stanley & Co. LLC, and Citigroup Global Markets Inc. (collectively, the "Underwriter "), in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby Resolution No. 15 -012 Page 3 approved. Each of the Mayor (or in his absence, the Deputy Mayor) and the City Manager (each, an "Authorized Officer ") is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Bond Purchase Agreement in the form presented at this meeting, with such changes, insertions and omissions as may be approved by the Authorized Officer executing the same in consultation with Bond Counsel, said execution being conclusive evidence of such approval; provided, however, that the Bond Purchase Agreement shall be signed only if the terms of the agreement are such that (i) the total interest cost to maturity on the 2015 Bonds plus the principal amount of the 2015 Bonds will not exceed the total remaining interest cost to maturity on the Refunded Bonds plus the remaining principal of the Refunded Bonds, and (ii) the principal amount of the 2015 Bonds will not exceed the amount required to defease the Refunded Bonds, to establish a customary debt service reserve fund, and to pay related costs of issuance. Section 3. The Preliminary Official Statement relating to the 2015 Bonds (the "Preliminary Official Statement "), in substantially the form presented and on file with the City Clerk, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to cause the Preliminary Official Statement in substantially said form, with such additions or changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2 -12 of the Securities and Exchange Act of 1934 ( "Rule 15c2 -12 "). The Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the 2015 Bonds in substantially the form hereby approved, together with such additions thereto and changes therein as are determined necessary by any one of the Authorized Officers to make the Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. Section 4. The preparation and delivery of an Official Statement, and its use by the Successor Agency and the Underwriter, in connection with the offering and sale of the 2015 Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be requested by Bond Counsel, Disclosure Counsel, or the Underwriter and approved by any one of the Authorized Officers, such approval to be conclusively evidenced by the execution and delivery thereof by such Authorized Officer. Each Authorized Officer, acting singly, is hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name and on behalf of the Successor Agency, and thereupon to cause the final Official Statement and any such amendment or supplement to be delivered to the Underwriter. The Underwriter is further authorized to distribute the final Official Statement for the 2015 Bonds and any amendment or supplement thereto to the purchasers of the 2015 Bonds upon its execution on behalf of the Successor Agency as described above. Section 5. The Continuing Disclosure Agreement in substantially the form appended to the Preliminary Official Statement, is hereby approved. Each Authorized Resolution No. 15 -012 Page 4 Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Continuing Disclosure Agreement in the form presented at this meeting with such changes, insertions and omissions as may be approved by such Authorized Officer in consultation with Disclosure Counsel, said execution being conclusive evidence of such approval. Section 6. The Escrow Agreement relating to the 2000 Bonds (the "2000 Bonds Escrow Agreement "), in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the 2000 Bonds Escrow Agreement in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by such Authorized Officer, said execution being conclusive evidence of such approval. Section 7. The Escrow Agreement relating to the 2001 Bonds (the "2001 Bonds Escrow Agreement "), in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the 2001 Bonds Escrow Agreement in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by such Authorized Officer, said execution being conclusive evidence of such approval. Section 8. The Escrow Agreement relating to the 2003 Bonds (the "2003 Bonds Escrow Agreement "), in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the 2003 Bonds Escrow Agreement in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by such Authorized Officer, said execution being conclusive evidence of such approval. Section 9. The Escrow Agreement relating to the 2007 Bonds (the "2007 Bonds Escrow Agreement "), in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the 2007 Bonds Escrow Agreement in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by such Authorized Officer, said execution being conclusive evidence of such approval. Section 10. The Authorized Officers, the Assistant City Manager, the Director of Administrative Services, and all other officers of the City, on behalf of the Successor Agency, are hereby authorized and directed, jointly and severally, to execute and deliver any and all documents and instruments, relating to the 2015 Bonds, and to do and cause to be done any and all acts and things (including, but not limited to, obtaining Resolution No. 15 -012 Page 5 a reserve fund surety bond, a bond insurance policy or other types of credit enhancement), which they may deem necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 11. This Resolution shall take effect immediately upon its adoption. IN WITNESS WHEREOF, this Resolution is adopted and approved by the City Council of the City of Poway as Successor Agency to the Poway Redevelopment Agency this 19th day of May 2015. ATTEST: Sheila C8`bian, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss CITY OF POWAY Steve Vaus, Mayor SECRETARY'S CERTIFICATE RE ADOPTION OF RESOLUTION I, Sheila R. Cobian, CIVIC, the City Clerk of the City of Poway DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Poway as Successor Agency to the Poway Redevelopment Agency at a regular meeting held on the 19th day of May 2015, and that the same was passed and adopted by the following vote: AYES: LEONARD, CUNNINGHAM, MULLIN, GROSCH, VAUS NOES: NONE ABSENT: NONE DISQUALIFIED: NONE ti Sheil R. Cobian, CIVIC, City Clerk of the City of Poway as Successor Agency to the Poway Redevelopment Agency STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss CITY OF POWAY Resolution No. 15 -012 Page 6 SECRETARY'S CERTIFICATE OF AUTHENTICATION I, Sheila R. Cobian, CIVIC, the City Clerk of the City of Poway, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. 15 -012 of the City Council of the City of Poway as Successor Agency to the Poway Redevelopment Agency and that said Resolution was adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. ,Jul Sheila RL. Cobian, CM Z, City .Clerk of the City of Poway as Successor Agency to the Poway Redevelopment Agency