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HomeMy WebLinkAboutPCDSA Resolution 2017-02 05/15/2017Resolution No. 2017-02 of the Petaluma Community Development Successor Agency RESOLUTION OF THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY FOR THE ISSSUANCE OF TAX ALLOCATION REFUNDING BONDS TO REFINANCE OUTSTANDING BONDS OF THE FORMER PETALUMA COMMUNITY DEVELOPMENT COMMISSION, AUTHORIZING THE ISSUANCE OF THE REFUNDING BONDS, APPROVING THE FORM OF AND EXECUTION AND DELIVERY OF A SUPPLEMENT TO INDENTURE AND OTHER DOCUMENTS, AND PROVIDING OTHER MATTERS RELATING TO THE ISSUANCE OF THE BONDS WHEREAS, the Petaluma Community Development Commission (the "Former Commission") 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 Health and Safety Code of the State (the "Law" WHEREAS, the Former Commission issued its $31,825,000 aggregate principal amount of Petaluma Community Development Commission Merged Project Area Subordinate Tax Allocation Bonds, Series 2007 (the "2007 Bonds") pursuant to an Indenture dated as of April 1, 2007 by and between the Former Commission and U.S. Bank National Association (the "Master Indenture") for the purpose of financing and refinancing portions of projects in the Merged Project Area; WHEREAS, the Former Commission issued its $11,369,000 aggregate principal amount of Petaluma Community Development Commission Merged Project Area Subordinate Tax Allocation Bonds, Series 2011 (the "2011 Bonds") pursuant to the Master Indenture, as supplemented, for the purpose of financing portions of projects in the Merged Project Area; WHEREAS, Assembly Bill X126, effective June 29, 2011, together with AB 1484, effective June 27, 2012 ("AB 1484") resulted in the dissolution of the Former Commission as of February 1, 2012, and the vesting in this Petaluma Community Development Successor Agency (the "Successor Agency") of all of the authority, rights, powers, duties and obligations of the Former Commission; WHEREAS, AB 1484, among other things, amended the Law to authorize the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section PCDSA Resolution No. 2017-02 Page 1 53580) 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 within the parameters set forth in Section 34177.5(a)(1) of the Health and Safety Code (the "Savings Parameters"); WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency; WHEREAS, the Successor Agency has caused an independent registered municipal advisor to prepare an analysis of the potential debt service savings that demonstrates the following: (i) total principal plus interest payments to maturity on the Refunding Bonds will not exceed total remaining principal plus interest payments to maturity on the 2007 Bonds and 2011 Bonds; the principal amount of the Refunding Bonds will not exceed the amount required to defease the 2007 Bonds and 2011 Bonds, to establish customary debt service reserves, and to pay related costs of issuance; and based on estimated interest rates as of the date of the Debt Service Savings Analysis, the Debt Service Savings Analysis concludes that potential debt service savings satisfies the savings requirements of Section 34177.5(a). WHEREAS, the Successor Agency desires to refund the 2007 Bonds and the 2011 Bonds by the issuance of the "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2017" (the "Refunding Bonds"); WHEREAS, Sections 34177.5(0 and 34180(b) require the Oversight Board to approve issuance of the Refunding Bonds, and the Oversight Board has heretofore granted such approval and thereby directed and authorized the Successor Agency to undertake issuance of the Refunding Bonds in its Resolution No. 2017-03 adopted April 26, 2017. WHEREAS, following approval by the Oversight Board of the issuance of the Refunding Bonds by the Successor Agency the Oversight Board Resolution was submitted to the California Department of Finance. WHEREAS, the Successor Agency wishes to approve the forms of and authorize the execution and delivery of (i) a Fourth Supplement to Indenture (the PCDSA Resolution No. 2017-02 Page 2 "Fourth Supplement") supplementing the Master Indenture and providing for the issuance of the Refunding Bonds and prescribing the terms and provisions of the Refunding Bonds, and (ii) an Escrow Agreement by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2007 Bonds and 2011 Bonds, to be dated as of the date of the issuance and delivery of the Refunding Bonds (the "Escrow Agreement") with such changes, deletions therefrom and additions thereto as any Authorized Officer shall approve; WHEREAS, the Successor Agency wishes to sell the Refunding Bonds as either a (i) direct private placement, or (ii) a negotiated public sale, the final determination to be made at the time of sale based on the Successor Agency's determination which method of sale will maximize savings; and WHEREAS, the Successor Agency wishes to approve the forms of and authorize the execution and delivery of the Fourth Supplement, the Escrow Agreement, and to delegate to any Authorized Officer the authority to execute a Bond Purchase Agreement and Official Statement as and if needed, with such execution and delivery of such documents and issuance of the Refunding Bonds being subject to obtaining approval of the financing by the California Department of Finance; WHEREAS, the Oversight Board has made certain determinations described below, upon which the Successor Agency may rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds, as authorized by Sections 34177.5(8) and 34180(b) of the Health and Safety Code. NOW, THEREFORE, BE IT RESOLVED by the Petaluma Community Development Successor Agency, as follows: Section 1. Findings. The Successor Agency Board finds that all the above recitals are true and correct and such recitals are hereby incorporated herein. Section 2. Determination That Savings will be achieved through Refunding. Based on the conclusions set forth in the Debt Service Savings Analysis, the Successor Agency has determined that it will achieve debt service savings that will meet the Savings Parameters. The refunding of the 2007 Bonds and the 2011 Bonds will be accomplished through the issuance pursuant to the Law and the Refunding Law of its "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2017". The Successor Agency determines and directs that the 2007 Bonds and the 2011 Bonds will be refunded with the proceeds of the Refunding Bonds only if the Savings Parameters attributable thereto are met. PCDSA Resolution No. 2017-02 Page 3 Section 3. Approval of Issuance of the Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds under the Law and the Refunding Law, in accordance with the authorization to proceed from the Oversight Board, provided that the Savings Parameters are satisfied and provided the issuance of the Refunding Bonds is first approved by the California Department of Finance. Section 4. Supplement to Master Indenture. The Successor Agency hereby approves the Fourth Supplement prescribing the terms and provisions of the Refunding Bonds. Each of the Mayor, as the Chair and presiding officer of the Successor Agency, the City Manager of the City of Petaluma, as the chief administrative officer of the Successor Agency, and the Finance Director of the City of Petaluma (each, an "Authorized Officer"), is hereby authorized and directed to execute and deliver, and the City Clerk, as the secretary of the Successor Agency, is hereby authorized and directed to attest to, the Fourth Supplement for and in the name and on behalf of the Successor Agency, in substantially the form thereof on file with the Secretary, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve and within the requirements of Section 34177.5, such approval to be conclusively evidenced by the execution and delivery of the Fourth Supplement. The Successor Agency hereby authorizes the delivery and performance of the Fourth Supplement. Section 5. Issuance of Refunding Bonds in Whole or in Part. It is the intent of the Successor Agency to sell and deliver the Refunding Bonds in whole, provided that there is compliance with the Savings Parameters. However, the Successor Agency will initially authorize the sale and delivery of the Refunding Bonds in whole or, if such Savings Parameters cannot be met with respect to the whole, then in part; provided that the Refunding Bonds so sold and delivered in part are in compliance with the Savings Parameters. The sale and delivery of the Refunding Bonds in part will in each instance provide sufficient funds only for the refunding of that portion of the 2007 Bonds and/or 2011 Bonds that meet the Savings Parameters. In the event the Refunding Bonds are initially sold in part, the Successor Agency intends,to sell and deliver additional parts of the Refunding Bonds without the further approval of the Successor Agency or the Oversight Board, provided that in each such instance the Refunding Bonds so sold and delivered in part are in compliance with the Savings Parameters. Section 6. Municipal Bond Insurance and Surety Bond. The Authorized Officers, each acting alone, are hereby authorized and directed, but not required, to take all actions necessary to obtain a municipal bond insurance policy and/or a debt service reserve fund surety policy for the Refunding Bonds from a municipal bond insurance company if it is determined, upon consultation with the financial advisor, that such PCDSA Resolution No. 2017-02 Page 4 municipal bond insurance policy and/or debt service reserve fund surety policy will reduce the true interest costs with respect to the Refunding Bonds. Section 7. Sale of Refunding Bonds via Negotiated Public Sale or Direct Private Placement. The Successor Agency Board hereby authorizes the sale of the Refunding Bonds through either a negotiated public sale or a direct private placement, the final determination to be made by an Authorized Officer at the time of sale. If the Refunding Bonds are sold via a negotiated public sale, the Successor Agency Board hereby delegates to each Authorized Officer the authority to approve and execute a bond purchase agreement with an underwriter selected by an Authorized Officer, in such form as approved by an Authorized Officer. If the Refunding Bonds are sold via a negotiated public sale, the underwriter's discount shall not exceed 0.75% of the original principal amount of the Refunding Bonds. If the Refunding Bonds are sold via a direct private placement, such private placement shall be undertaken pursuant to and in accordance with a process for the solicitation of bids from banks, lenders and/or other financial institutions as determined and administered by the placement agent, in consultation with the municipal advisor and approved by an Authorized Officer. Section 8. Approval of Official Statement. In the event necessary for a public sale of the Refunding Bonds, the Successor Agency hereby approves the preliminary Official Statement in substantially the form on file with the Secretary. Distribution of the preliminary Official Statement by the Successor Agency and an underwriter is hereby approved, and, prior to the distribution of the preliminary Official Statement, an Authorized Officer is authorized and directed, on behalf of the Successor Agency, to deem the preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Refunding Bonds, and each Authorized Officer, acting alone, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the Successor Agency, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a continuing disclosure undertaking substantially in the form appended to the final Official Statement, Section 9. Approval of Escrow Agreement. The Successor Agency hereby approves the Escrow Agreement and each Authorized Officer is hereby authorized and directed PCDSA Resolution No. 2017-02 Page 5 to execute and deliver the Escrow Agreement for and in the name and on behalf of the Successor Agency, in substantially the form on file with the Secretary, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreement. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreement. Section 10. Agreement with Financial Advisor, Bond Counsel and Placement Agent, The Successor Agency approves the engagement of Steven Gortler as independent registered municipal advisor, approves the engagement of Jones Hall, A Professional Law Corporation, as bond and disclosure counsel, approves the engagement of Hilltop Securities Inc., as placement agent, and approves execution and performance of agreements with said firms, in the respective forms as deemed necessary and approved by an Authorized Officer. Section 11. Oversight Board Approval of the Issuance of the Bonds; Certain Determinations. The Successor Agency hereby acknowledges that the Oversight Board has approved the issuance of the Refunding Bonds and made certain determinations and no further approval of the Oversight Board is needed to carry out the actions approved therein and herein and that the approval of the Department of Finance is required as a condition precedent to issuance of the Refunding Bonds. Section 12. Filing of this Resolution. The Secretary of the Successor Agency is hereby authorized and directed to file a certified copy of this Resolution and the Debt Service Savings Analysis, with the Oversight Board, and, as provided in §341800) of the Health and Safety Code, with the Sonoma County Administrative Officer, the Sonoma County Auditor -Controller and the California Department of Finance. Section 13. Official Actions. The Authorized Officers 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, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance. The Authorized Officers and any and all other officers of the Successor Agency are authorized and directed, on behalf of the Successor Agency, to execute and deliver any and all documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Refunding Bonds, the refunding of the 2007 Bonds and the 2011 Bonds, and the consummation of the transactions as described herein. Whenever in this Resolution any officer of the Successor Agency is directed to execute PCDSA Resolution No. 2017-02 Page 6 or countersign any document or take any action, such execution, countersigning or action maybe taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Section 14. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Petaluma Community Development Successor Agency at a Regular Meeting on the 1Sth of May, 2017, by the following vote: AYES: Albertson, Barrett, Glass, Healy, Kearney, King, Miller NOES: None ABSENT: None ABSTAIN: None ATTEST: �29� Recording Secretary Pro Tem Approved as to for Gene Counsel PCDSA Resolution No. 2017-02 Page 7