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HomeMy WebLinkAbout2016-05-10 - RESOLUTIONS - ESCROW AGREEMENT (2)RESOLUTION NO. 16-16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE ADVANCE REFUNDING OF $13,785,000 SANTA CLARITA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2007 (GOLDEN VALLEY ROAD), APPROVING THE ISSUANCE OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS (GOLDEN VALLEY ROAD), SERIES 2016A, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,500,000, APPROVING THE .EXECUTION AND DELIVERY OF A SITE AND FACILITY LEASE, A LEASE AGREEMENT, AN ESCROW AGREEMENT, A CONTINUING DISCLOSURE CERTIFICATE, A PRELIMINARY OFFICIAL STATEMENT, A FINAL OFFICIAL STATEMENT AND SALE DOCUMENTS; APPROVING THE RETENTION OF CERTAIN PROFESSIONAL FIRMS; AND AUTHORIZING THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (Act), the City of Santa Clarita, California (City), and the Santa Clarita Redevelopment Agency have heretofore entered into that certain Joint Exercise of Powers Agreement, dated as of July 9, 1991, and as amended on May 10, 2016, by and among the City, the City as Successor Agency to the Santa Clarita Redevelopment Agency, and the Santa Clarita Parking Authority, relating to the Santa Clarita Public Financing Authority (Authority), for the purpose, among other things, of issuing its bonds to be used to provide financing and refinancing for public capital improvements of the City; and WHEREAS, the Authority has previously issued its Santa Clarita Public Financing Authority Lease Revenue Bonds, Series 2007 (Golden Valley Road) (Prior Bonds); and WHEREAS, the City finds it desirable to exercise its right to prepay the remaining unpaid base rental payments under the lease relating to the Prior Bonds to realize net present value savings; and WHEREAS, the City has requested that the Authority issue its Lease Revenue Refunding Bonds (Golden Valley Road) Series 2016A (Bonds); and WHEREAS, the Bonds are to be issued pursuant to an Indenture (Indenture), by and between the Authority and a trustee, and pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (Bond Law), constituting Article 4 (commencing with Section 6584) of the Act; and WHEREAS, it is proposed that the Bonds be sold on a competitive basis in accordance with the terms and provisions of an Official Notice Inviting Bids (Official Notice Inviting Bids), the proposed form of which has been presented to this City Council; and WHEREAS, it is proposed that the City, the Authority and The Bank of New York Mellon Trust Company, N.A., or such other escrow agent as anAuthorized Officer shall designate, enter into an Escrow Agreement (Escrow Agreement) related to the refunding and defeasance of the Prior Bonds, the form of which is on file with the City Clerk of the City; and WHEREAS, it is proposed that the City and the Authority enter into a Site and Facility Lease (Site Lease) pursuant to which the City will lease the City Hall facility, located at 23920 Valencia Boulevard in the City (Leased Property) to the Authority; and WHEREAS, it is proposed that the City and the Authority enter into a Lease Agree���er�t (Lease) pursuant to which City will lease back the Leased Property from the Authority, the form of which is on file with the City Clerk of the City; and WHEREAS, under the Lease, the City will be obligated to make base rental payments to the Authority which the Authority will use to pay debt service on the Bonds; and WHEREAS, to fulfill the requirements of Rule 15c2-12 (as defined herein), the City will enter into a Continuing Disclosure Certificate (Continuing Disclosure Certificate), with respect to the Bonds, whereby the City will agree to provide disclosure reports and notices of certain enumerated events pursuant to the Rule; and WHEREAS, there have been presented to this meeting the proposed forms of the following documents: (a) the Site Lease (b) the Lease (c) the Escrow Agreement (d) the Continuing Disclosure Certificate (e) the Preliminary Official Statement (f) the Official Notice Inviting Bids WHEREAS, the City Council has reviewed the documentation related to the issuance of the Bonds, which documentation is on file with the City Clerk of the City. NOW, THEREFORE, the City Council of the City of Santa Clarita, California, does hereby resolve as follows: SECTION 1. Recitals. All of the above recitals are true and correct and the City Council so finds. SECTION 2. Approval of Bonds. The City hereby authorizes the prepayment of the remaining unpaid base rental payments under the lease relating to the Prior Bonds to realize net present value savings, approves the advance refunding and defeasance of all of the Prior Bonds and approves the issuance by the Authority of the Bonds. SECTION 3. Approval of Site Lease. The Site Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Mayor, the City Manager of the City, or the Deputy City Manager/Director of Administrative Services (each, an Authorized Officer), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Site Lease, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery, and the City Clerk is hereby authorized to attest to such execution. SECTION 4. Approval of the Lease. The Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized to execute the Lease in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. SECTION 5. Approval of the Escrow Agreement. The Escrow Agreement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized to execute the Escrow Agreement in connection with the advance refunding and defeasance of the Prior Bonds in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. SECTION 6. Approval of the Preliminary Official Statement and the Official Statement. The Preliminary Official Statement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved with such revisions, amendments and completions as shall be approved by an Authorized Officer to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2 -12(b)(1) of Title 17 of the Code of Federal Regulations ("Rule 15c2-12"). Any Authorized Officer is authorized to execute a certificate relating to the finality of the Preliminary Official Statements under Rule 15c2-12. An Authorized Officer is authorized and directed to execute and deliver the final Official Statement in substantially the form of the Preliminary Official Statement, with such additions and changes as may be approved by the Authorized Officer executing the same with the advice of Disclosure Counsel in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. Approval of the Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, are hereby approved. Any Authorized Officer is hereby authorized to execute the Continuing Disclosure Certificate in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 8. Approval of Official Notice Inviting. The City hereby authorizes and directs that the Bonds be sold on a competitive basis. Any Authorized Officer is hereby authorized to undertake all appropriate steps to implement the sale of the Bonds. The total principal amount of Bonds shall not exceed $12,500,000 and the true interest cost of the Bonds shall not exceed 3.5%. The Official Notice Inviting Bids, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. The terms and conditions of the offering and sale of the Bonds shall be as specified in the Official Notice Inviting Bids. Bids for the purchase of the Bonds shall be received at the time and place set forth in the Official Notice Inviting Bids. SEC T ION 9. Official Actions. The Authorized Officers, the City Clerk and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all other actions, including the publication of any notices necessary or desirable in connection with the sale of the Bonds, procurement of municipal bond insurance and/or a reserve surety, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants, escrow instructions and other documents, which they, or any of them, deem necessary or advisable to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. SECTION 10. Approval of Certain Financing Team Members. The City Council hereby approves the appointment of (a) Norton Rose Fulbriglit US LLP, to provide Bond Counsel and Disclosure Counsel services in connection with the Bonds, (b) C.M. de Crinis & Co. Inc., as Financial Advisor in connection with the Bonds; (c) The Bank -of New York Mellon Trust Company, N.A., as Trustee and Escrow Bank in connection with the Bonds and the Prior Bonds, and Causey Demgen & Moore P.C., as verification agent in connection with the Prior Bonds, upon such terms and conditions as approved by any Authorized Officer. SECTION 11. Ratification. All actions heretofore taken by any Authorized Officer or any officer, employee or agent of the City with respect to the issuance, delivery and sale of the Bonds or in connection with or related to any of the agreements referred to herein, are hereby approved, confirmed and ratified. SECTION 12. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption. 1 1 1 1 PASSED, APPROVED, AND ADOPTED this 10' day of May 2016. ATTEST: CITY CLERK DATE: d STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Kevin Tonoian, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 10"' day of May 2016, by the following vote: AYES: NOES: ABSENT: COUNCILMEMBERS: Acosta, McLean, Boydston, Weste, Kellar COUNCILMEMBERS: None COUNCILMEMBERS: None