Loading...
HomeMy WebLinkAbout2016-05-10 - RESOLUTIONS - REFUNDING BONDS (2)RESOLUTION NO. JPA 16-01 A RESOLUTION OF THE BOARD OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2016A, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,500,000, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE, A SITE AND FACILITY LEASE, A LEASE AGREEMENT, AN ESCROW AGREEMENT, A PRELIMINARY OFFICIAL STATEMENT, A FINAL OFFICIAL STATEMENT AND SALE DOCUMENTS; 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 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, the form of which is on file with the Secretary of the Authority; 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 Board; 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 an Authorized 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 Secretary of the Authority; 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 Agreement (Lease) pursuLant to which City will lease back the Leased Property from the Author�t`y' LIAe foa'1 ni of vvIu�.h 10 MIX file vr'ith the "e�Xr LCLA y of the 1�"Ulority; 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, there have been presented to this meeting the proposed forms of the following documents: (a) the Indenture (b) the Site Lease (c) the Lease (d) the Assignment (e) the Escrow Agreement Statement (f) the Official Notice Inviting Bids WHEREAS, the Board has reviewed the documentation related to the issuance of the Bonds, which documentation is on file with the Secretary of the Authority. NOW, THEREFORE, the Board of Directors of the Santa Clarita Public Financing Authority, does hereby resolve as follows: SECTION 1. Recitals. All of the above recitals are true and correct and the Authority so finds. SECTION 2. Approval of Bonds. The Authority hereby authorizes the issuance by the Authority of the Bonds in the principal amount not to exceed $12,500,000. SECTION 3. Approval of Site Lease. The Site Lease, in substantially the form on file with the Secretary and presented to the Board at this meeting, is hereby approved. Any one of the Chair, the Executive Director, or Treasurer of the Authority (each, an Authorized Officer), is hereby authorized and directed, for and in the name and on behalf of the Authority, 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 Secretary is hereby authorized to attest to such execution. SECTION 4. Approval of the Lease. The Lease, in substantially the form on file with the Secretary and presented to the Board 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 Secretary is hereby authorized to attest to such execution. SECTION 5. Approval of the Assignment Agreement. The Authority hereby approves the Assignment Agreement in substantially the form on file with the Secretary and presented to the Board at this meeting. Any Authorized Officer is hereby authorized to execute the Assignment Agreement 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 6. Approval of the Indenture. The Authority hereby approves the Indenture in substantially the form on file with the Secretary and presented to the Board at this meeting. Any Authorized Officer is hereby authorized to execute the Indenture in substantially the form on file, with such revisions, amendments, and completions, as shall be approved by an Authorized Officer, with the advice of Bond Counsel in consultation with the Counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. Approval of the Escrow Agreement. The Escrow Agreement, in substantially the form on file with the Secretary and presented to the Board 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 Secretary is hereby authorized to attest to such execution. SECTION 8. Approval of the Preliminary Official Statement and the Official Statement. The Preliminary Official Statement, in substantially the form on file with the Secretary and presented to the Board 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 Counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 9. Approval of Official Notice Inviting Bids. The Authority hereby approves the Official Notice Inviting Bids in the form thereof on file with the Secretary, together with such additions, deletions or changes therein as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized to execute the final form of the Official Notice Inviting Bids, for and in the name and on behalf of the Authority. Sealed proposals shall be received at the time and place provided for in the Official Notice Inviting Bids. Each Authorized Officer is hereby authorized to accept the best bid, or to reject all bids therefor, in accordance with the terms of the Official Notice Inviting Bids. Any irregularities with respect to such bid may be waived after consultation with Bond Counsel. The aggregate principal amount of the Bonds shall not exceed $11,500,000, and the true interest cost of the Bonds shall not exceed 3.5%. The form of the Notice of Intention to Sell, on file with the Secretary, together with such additions thereto and changes therein as may be approved by an Authorized Officer, is hereby approved, and use of the Notice of Intention to Sell in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to cause the Notice of Intention to Sell to be published in (a) The Bond Buyer (or such other financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Bonds as an Authorized Officer shall approve as being in the best interests of the District) at least five (5) days and (b) a newspaper of general circulation circulated within the boundaries of the Authority at least ten (10) days, prior to the date set for the opening of bids in the Official Notice Inviting Bids with such additions thereto and changes therein as an Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by such publishing of the Notice of Intention to Sell. An Authorized Officer may withdraw or modify the Official Notice Inviting Bids and the Notice of Intention to Sell, or either, at any time by notice published via Thomson Municipal News or other means determined by such Authorized Officer to reasonably reach potential bidders for the Bonds. If the Authorized Officer should withdraw the Official Notice Inviting Bids or the Notice of Intention to Sell at any time before the Bonds are awarded, and should at a later date determine that it is desirable to receive bids for the Bonds, the Authorized Officer is hereby authorized to redistribute the Official Notice Inviting Bids and republish the Notice of Intention to Sell Bonds with such modifications or revisions as are approved by the Authorized Officer. SECTION 10. Official Actions. The Authorized Officers, the Secretary and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, 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 11. Ratification. All actions heretofore taken by any Authorized Officer or any officer, employee or agent of the Authority with respect to the issuance, delivery 1 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. PASSED, APPROVED, AND ADOPTED this 10th day of May 2016. ATTEST: SECRETAR! DATE: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Kevin Tonoian, Secretary of the Santa Clarita Public Financing Authority, do hereby certify that the foregoing Resolution was duly adopted by the Board of the Santa Clarita Public Financing Authority at a regular meeting thereof, held on the 10th day of May 2016, by the following vote: AYES: NOES: ABSENT: BOARDMEMBERS: BOARDMEMBERS: Acosta, McLean, Boydston, Weste, Kellar None BOARDMEMBERS: None