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SA Resolution 2013-004RESOLUTION NO. SA 2013 - 004 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER LA QUINTA REDEVELOPMENT AGENCY, AUTHORIZING THE ISSUANCE AND SALE OF SUBORDINATE TAX ALLOCATION REFUNDING BONDS IN TWO SERIES, APPROVING THE FORM OF AN INDENTURE OF TRUST, FIRST SUPPLEMENTAL INDENTURE OF TRUST, OFFICIAL STATEMENT, BOND PURCHASE CONTRACT, CONTINUING DISCLOSURE AGREEMENT, FORM OF ESCROW AGREEMENT, AND RELATED DOCUMENTS AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the La Quinta 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 "Law "), and the powers of the La Quinta -Redevelopment Agency included the power to issue Bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 1 " has been adopted and approved by Ordinance No. 43 of the City of La Quinta on November 29, 1983, and all requirements of the Law for and precedent to the adoption and approval of the Project Area No. 1 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project No. Area 2" has been adopted and approved by Ordinance No. 139 of the City of La Quinta on May 16, 1989, and all requirements of the Law for and precedent to the adoption and approval of the Project Area No. 2 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, the Prior Agency has previously issued $15,760,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds "); and WHEREAS, the Prior Agency has previously issued $6,750,000 aggregate principal amount. of the La Quinta .Redevelopment Agency, La Quinta Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 2 Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Issue of 1998 (the "1998 Project Area No. 2 Bonds "); and WHEREAS, the Prior Agency has previously issued $48,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds "); and WHEREAS, the Prior Agency has previously issued $40,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds "); and WHEREAS, the Prior Agency has previously issued $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Taxable Bonds "); and WHEREAS, the La Quinta Financing Authority (the "Authority ") on behalf of the Prior Agency has previously issued $90,000,000 La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds ") and loaned the proceeds to the Prior Agency pursuant to the terms of a Loan Agreement dated February 3, 2004, as supplemented by a First Supplemental Loan Agreement, dated as of June 1, 2004 (the "Loan Obligation "); and WHEREAS, the Prior Agency has previously issued $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Project Area No. 2 Taxable Bonds "); and WHEREAS, the Authority on behalf of the Prior Agency has previously issued $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Taxable Housing Bonds ") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004 and a Second Supplemental Indenture, dated as of March 1, 2011 (the "2011 Loan Obligation"); and WHEREAS, the Successor Agency has determined that it is cost effective and efficient to refund and defease, in their entirety, the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds, the 2003 Project Area No. 1 Taxable Bonds, and the Loan Obligation in connection with the 2004 Housing Bonds (collectively, the "Refunded Bonds ") on a subordinate basis to the 2011 Project Area No. 2 Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 3 Taxable Bonds and the 2011 Loan Obligation (collectively, the 2011 Project Area No. 2 Taxable Bonds and the 2011 Loan Obligation, the "Senior Bonds"); and WHEREAS, the Successor Agency deems it necessary and proper to issue tax exempt tax allocation refunding bonds for the purpose of refunding and defeasing the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds, and approximately seventy -five percent (75 %) of the Loan Obligation in connection with the 2004 Housing Bonds (the "Refunded Tax - Exempt Bonds "); and WHEREAS, the Successor Agency deems it necessary and proper to also issue taxable tax allocation refunding bonds to refund and defease the 2003 Project Area No. 1 Taxable Bonds and the remaining approximate twenty -five percent (25 %) of the Loan Obligation in connection with the 2004 Housing Bonds (the "Refunded Taxable Bonds ") all on a basis subordinate to the Senior Bonds; and WHEREAS, for the corporate purposes of the Successor Agency, the Successor Agency deems it necessary to issue at this time tax allocation refunding bonds in two series in a total approximate principal amount of approximately one hundred ninety seven million, five hundred seventy five thousand dollars ($197,575,000) (the "Bonds"), and to irrevocably set aside a portion of the proceeds of such Bonds in a separate segregated trust fund which will be used to refund the outstanding Refunded Bonds of the Prior Agency, to pay costs in connection with the issuance of the Bonds, and to make certain other deposits as required by the Indenture (defined herein); and WHEREAS, Assembly Bill AB X1 26, effective June 29, 2011, together with Assembly Bill 1484 ( "AB 1484 ") (collectively, the "Dissolution Act ") resulted in the La Quinta Redevelopment Agency being dissolved as of February 1, 2012; and WHEREAS, the authority, rights, powers, assets, duties and obligations of the Prior Agency were transferred on February 1, 2012 to the Successor Agency; and WHEREAS, AB1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund the bonds or other indebtedness of the Prior Agency to provide savings to the Successor Agency, provided that (A) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds shall not exceed the total remaining interest cost to maturity on the bonds to be refunded plus the remaining principal of the bonds to be refunded, and (B) the principal amount of the refunding bonds shall not exceed the amount Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 4 required to defease the refunded bonds, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency desires to issue its La Quinta Redevelopment Project No. 1 and La Quinta Redevelopment Project Area No. 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A (the "Series A Bonds ") and 2013 Taxable Series B (the "Series B Bonds ") for the purpose of refunding the Refunded Bonds, to fund a debt service reserve account and pay costs of issuance; and WHEREAS, in order to provide for the authentication and .delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency wishes to approve the issuance of the Bonds and authorize the execution and delivery of the Indenture; and WHEREAS, pursuant to Section 34179 of the Law, an oversight board (the "Oversight Board ") has been established for the Successor Agency and the Successor Agency has requested that the Oversight Board approve the issuance of the Bonds by the Successor Agency, as authorized by Section 34177.5(f) of the Law and the Indenture; and WHEREAS, the Successor Agency hereby certifies that all acts and proceedings required by law necessary to make the Bonds, when executed by the Successor Agency, and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute the Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. WHEREAS, the Successor Agency wishes at this time to approve all matters relating to the issuance and sale of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the Redevelopment Agency of La Quinta, California, as follows: SECTION 1. The Indenture of Trust, by and between the Successor Agency and U.S. Bank National Association, dated as of June 1, 2013, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein (the "Indenture"-), is hereby approved. The Chair and the Secretary of the Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 5 Successor Agency are hereby authorized and directed to execute and deliver the Indenture in the form presented at this meeting with such changes insertions and omissions as may be requested by Bond Counsel and approved by the Chair, said execution being conclusive evidence of such approval. SECTION 2. Subject to the provisions of the Indenture referred to in Section 1 hereof, the issuance of the Series A Bonds in the approximate aggregate principal amount of one hundred fifty four million, six hundred twenty five thousand dollars ($154,625,000) but not to exceed, along with Series B Bonds, two hundred million dollars ($200,000,000) on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Series A Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the Series A Bonds shall be applied as provided in the Indenture. SECTION 3. The First Supplemental Indenture of Trust, by and between the Successor Agency and U.S. Bank National Association, dated as of June 1, 2013, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein (the "First Supplemental Indenture"), is hereby approved. The Chair and the Secretary of the Successor Agency are hereby authorized and directed to execute and deliver the Indenture in the form presented at this meeting with such changes insertions and omissions as may be requested by Bond Counsel and approved by the Chair, said execution being conclusive evidence of such approval. SECTION 4. Subject to the provisions of the First Supplemental Indenture referred to in Section 3 hereof, the issuance of the Series B Bonds in the approximate aggregate principal amount of forty two million, nine hundred fifty thousand dollars ($42,950,000) but not to exceed, along with Series A Bonds, two hundred million dollars ($200,000,000) on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Series B Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the First Supplemental Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the Series B Bonds shall be applied as provided in the First Supplemental Indenture. SECTION 5. The Bond Purchase Contract (the "Bond Purchase Contract') between the Successor Agency and Southwest Securities, Inc. (the "Underwriter "), in substantially the form submitted at this meeting and made a part hereof as though Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 6 set forth in full herein, is hereby approved. The Executive Director of the Successor Agency is hereby authorized and directed to execute the Bond Purchase Contract in the form presented at this meeting with such changes, insertions and omissions as may be approved by the Executive Director, said execution being conclusive evidence of such approval; provided, however, that the Bond Purchase Contract shall be signed only if the terms of the agreement are such that (i) the existing indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt service, (ii) the principal amount of the Bonds will not exceed the amount required to finance the refunding of the Refunded Bonds and including establishing a customary debt service reserve fund and paying related costs of issuance, (iii) the Underwriter's Discount not including original issue discount, shall not exceed .825 percent (.825 %) of the par value of the Bonds; and (iv) the net present value savings amount generated from the issuance of the Bonds, expressed as a percentage of the aggregate principal amount of the Refunded Bonds, will be at least 3.00 %. SECTION 6. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement "), in the form presented and on file with the Secretary, is hereby approved. The Executive Director 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 the Executive Director 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 Bonds in substantially the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Executive Director 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 7. 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 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 or the Underwriter and approved by the Chair of the Successor Agency, such approval to be conclusively evidenced by the execution and delivery thereof. The Executive Director is hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, in the name of 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. Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 7 SECTION 8. The form of the Continuing Disclosure Agreement in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Executive Director of the Successor Agency is hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement(s) in the form presented at this meeting with such changes insertions and omissions as may be requested by Bond Counsel and approved by the Chair, said execution being conclusive evidence of such approval. SECTION 9. The form of the Escrow Agreement, by and among the Successor Agency, the Authority and U.S. Bank National Association, dated as of June 1, 2013, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Executive Director and the Secretary of the Successor Agency are hereby authorized and directed to execute and deliver the Escrow Agreement relating to each of the series of Refunded Bonds in the general form presented at this meeting with such changes insertions and omissions as may be requested by Bond Counsel and approved by the Executive Director, said execution being conclusive evidence of such approval. SECTION 10. The Chair of the Successor Agency, the Executive Director of the Successor Agency, the Secretary of the Successor Agency, and any other proper officer of the Successor Agency, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments, relating to the Bonds, and each series thereof, and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, the Bond Purchase Contract, the Official Statement, the Continuing Disclosure Agreement, the Escrow Agreement, this Resolution and any such agreements. SECTION 11. U.S. Bank National Association is hereby appointed as Trustee and Escrow Bank, Rutan & Tucker, LLP is hereby appointed as Bond Counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation is hereby appointed as Disclosure Counsel. Harrell & Company Advisors is hereby appointed as Financial Advisor and the Executive Director of the Successor Agency is authorized to execute contracts for any or all such services pursuant to proposals on file with the Executive Director, and Willdan Financial Services is hereby appointed as Dissemination Agent and the Executive Director of the Successor Agency is authorized to execute contracts for any or all such services pursuant to proposals on file with the Executive Director. SECTION 12. The Successor Agency is hereby authorized to recover its costs of issuance with respect to the Bonds, including staff time and costs. Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 8 SECTION 13. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City Council held on this 4th day of June, 2013, by the following vote: AYES: Agency Members Evans, Franklin, Henderson, Osborn, Chair Adolph NOES: None ► -111-1.11401 Vii. ABSTAIN: None DON ADOLFVH, Mayor City of La Quinta Acting as Successor Agency to the La Quinta Redevelopment Agency Resolution No. SA 2013 -004 Tax Allocation Refunding Bonds Adopted: June 4, 2013 Page 9 ATTEST: SUSAN MAYSELS, SVcretary City of La Quinta Acting as Successor Agency To the La Quinta Redevelopment Agency (AGENCY SEAL) FA 91:2 :1019 4 DMIRM 110111610 M A M. KA-FHERIINIE'JENSO S ccessor,Pgency Counsel City of La Quinta Actiqg4s Successor 'Agency To the La Quinta Redevelopment Agency