HomeMy WebLinkAbout2016-11-22 - RESOLUTIONS - TAX ALLOCATION REFUND BONDS (2)RESOLUTION NO. SA 16-04
RESOLUTION OF THE GOVERNING BOARD OF THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARITA APPROVING A FORM OF PRELIMINARY OFFICIAL
STATEMENT AND A BOND PURCHASE AGREEMENT IN
CONNECTION WITH THE ISSUANCE OF ITS TAX ALLOCATION
REFUNDING BONDS, SERIES 2016, AND AUTHORIZING CERTAIN
ACTIONS RELATING THERETO
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the "Former
Redevelopment Agency") was a public body, corporate and politic, duly created in 1989,
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) (the "Redevelopment Law"), of the Health and Safety Code of the State of
California (the "Health and Safety Code"); and
WHEREAS, the Former Redevelopment Agency issued its $29,860,000 City of
Santa Clarita Redevelopment Agency Tax Allocation Bonds, Series 2008 (Newhall
Redevelopment Project Area) (the "2008 Nonhousing Bonds") and its $8,850,000 City of Santa
Clarita Redevelopment Agency Housing Set -Aside Tax Allocation Bonds, Series 2008 (the
"2008 Housing Bonds," and, together with the 2008 Nonhousing Bonds, the "Prior Bonds"),
secured by a pledge of certain tax increment revenues from the Newhall Redevelopment Project
Area for the purpose of financing the redevelopment activities and housing programs of the
Former Redevelopment Agency; and
WHEREAS, Assembly Bill X1 26, effective June 29, 2011, together with AB
1484, effective June 27, 2012 ("AB 1484") resulted in the dissolution of the Former
Redevelopment Agency as of February 1, 2012, and the vesting in this Successor Agency to the
Redevelopment Agency of the City of Santa Clarita (the "Successor Agency") of all of the
authority, rights, powers, duties and obligations of the Former Redevelopment Agency; and
WHEREAS, AB 1484, among other things, amended the Redevelopment Law to
authorize the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section
53 5 80) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding
Law") for the purpose of achieving debt service savings; and
WHEREAS, to provide funds to refund the Prior Bonds, the Successor Agency
intends to authorize pursuant to the Redevelopment Law and the Refunding Law the issuance of
its Tax Allocation Refunding Bonds, Series 2016 (the "2016 Bonds"), in the aggregate principal
amount not to exceed $38,000,000; and
WHEREAS, on September 13, 2016, the Successor Agency adopted Resolution
No. 16-03 approving the issuance of the 2016 Bonds and approving certain documents in
connection therewith, including an indenture of trust; and
WHEREAS, on September 15, 2016, the Oversight Board to the Former
Redevelopment Agency of the City of Santa Clarita adopted Resolution No. 16-08 approving the
issuance of the 2016 Bonds (the "Oversight Board Resolution") and approving certain
documents in connection therewith; and 0
WHEREAS, on October 14, 2016, the Successor Agency received a letter from
the Department of Finance stating that based on the Department of Finance's review and
application of the law, the Oversight Board Resolution approving the 2016 Bonds and the
issuance of the 2016 Bonds are approved by the Department of Finance; and
WHEREAS, the Successor Agency now desires to approve a Preliminary Official
Statement relating to the 2016 Bonds, the form of which is on file with the Secretary and has
been presented to this meeting along with the form of a Bond Purchase Agreement relating to the
sale of the 2016 Bonds substantially in the forms on file with the Secretary and presented to this
meeting.
NOW, THEREFORE, the Governing Board of the Successor Agency to
Redevelopment Agency of the City of Santa Clarita (the "Board"), does hereby resolve as
follows
SECTION 1. Findings. The Board hereby finds and determines that the recitals
hereto are true and correct.
SECTION 2. Preliminary Official Statement. The Board hereby approves the
Preliminary Official Statement, and the distribution thereof, substantially in the form on file with
the Secretary, a copy of which has been made available to the Board, with such changes therein
as an Authorized Representative, may determine necessary, to be furnished to the underwriters
for the 2016 Bonds. The Board authorizes any of the Chairperson, Vice -Chairperson, or
Executive Director, and their respective designees (each an "Authorized Representative") to
deem the Preliminary Official Statement to be final within the meaning of U.S. Securities and
Exchange Commission Rule 15c2-12 (the "Rule"), subject to completion of those items
permitted by such Rule. Any Authorized Representative is hereby authorized and directed to
execute and deliver the final Official Statement in substantially the form of the Preliminary
Official Statement hereby approved, with such additions thereto and changes therein as are
consistent with this Resolution and recommended or approved by Norton Rose Fulbright US
LLP, as Disclosure Counsel to the Successor Agency, subject to advice of counsel to the
Successor Agency, and approved by an Authorized Representative, such approval to be
conclusively evidenced by the execution and delivery thereof. If, in the opinion of the
Authorized Representative, upon consultation with Disclosure Counsel, any revisions or updates
to the information contained in the Preliminary Official Statement would require supplemental
approval of such revised or updated Preliminary Official Statement by the Board, then such
revised or updated Preliminary Official Statement shall be submitted to the Board for
consideration and further approval.
SECTION 3. Bond Purchase Agreement. The form of the Bond Purchase
Agreement, proposed to be executed and entered into by and between the Successor Agency, and
Stifel, Nicolaus & Company, Incorporated, as representative (the "Representative"), on behalf of
itself and Hilltop Securities Inc., as underwriters (collectively, the "Underwriters"), in
substantially the form on file with the Secretary, a copy of which has been made available to the
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Board, is hereby approved, and any Authorized Representative 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 substantially such form, with such changes as may be approved by any
Authorized Representative, acting on behalf of the Successor Agency, subject to advice of
counsel, such execution thereof to constitute conclusive evidence of the approval of the
Successor Agency of all changes from the form of the Bond Purchase Agreement presented to
this meeting; provided, however, that the true interest cost of the 2016 Bonds shall not exceed
four and one-half percent (4.5%) and so long as the Underwriters' discount for the 2016 Bonds
(exclusive of any original issue discount which does not constitute compensation to the
Underwriter) does not exceed one percent (1%).
SECTION 4. General Authorization. Each Authorized Representative and any
other officer of the Successor Agency is hereby authorized to execute and deliver any and all
agreements (including, but not limited to, investment agreements, bond insurance, reserve fund
surety policies, guaranteed investment agreements, escrow agreements or escrow instructions),
documents, certificates and instruments and to do and cause to be done any and all acts and
things deemed necessary or advisable for carrying out the transactions contemplated by this
Resolution and in furtherance of the issuance of the Bonds and the refunding of the 2008 Bonds.
Such actions heretofore taken by such officers or their designees are hereby ratified, confirmed
and approved.
SECTION 5. Effective Date. This Resolution shall take effect immediately upon its
adoption.
PASSED, APPROVED, AND ADOPTED this 22nd day of November, 2016.
ATTEST:
SECRETARY
DATE: 1 � � 1(
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Mary Cusick, Secretary of the Successor Agency to the Redevelopment Agency of the
City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the
Governing Board of the Successor Agency to the Redevelopment Agency of the City of Santa
Clarita at the regular/special meeting thereof, held on the 22nd day of November, 2016, by the
following vote:
AYES: BOARDMEMBERS : McLean, Boydston, Weste, Acosta, Kellar
NOES: BOARDMEMBERS : None
ABSENT: BOARDMEMBERS: None
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SECRETARY
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