HomeMy WebLinkAbout2015-104 I RESOLUTION NO: 2015-104
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3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
4 OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
5 AUTHORIZING THE ISSUANCE OF ITS REFUNDING BONDS;
APPROVING A FORM OF INDENTURE, A FORM OF BOND PURCHASE
6 AGREEMENT AND A FORM OF CONTINUING DISCLOSURE
AGREEMENT; MAKING CERTAIN DETERMINATIONS RELATING
7 THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN
8 CONNECTION THEREWITH.
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10 WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the
11 HSC of the State of California and referred to herein as the "Law"), the Mayor and Common
12 Council of the City of San Bernardino (the "City") created the Redevelopment Agency of the City
13 of San Bernardino (the "RDA"); and
14 WHEREAS, the RDA was a redevelopment agency, a public body, corporate and politic
15 duly created, established and authorized to transact business and exercise its powers, all under and
16 pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its
17 corporate purposes; and
18 WHEREAS, in accordance with the Law, the City established the following redevelopment
19 projects of the RDA: (i) the Central City North Project Area, approved by Ordinance enacted by the
20 Mayor and Common Council of the City on August 6, 1973 (the "Central City North Project Area");
21 (ii) the Central City West Project Area, approved by Ordinance enacted by the Mayor and Common
22 Council of the City on February 17, 1976 (the Central City West Project Area"); (iii) the Central
23 City Merged Redevelopment Project Area, a merger of three previously formed project areas,
24 approved by the Mayor and Common Council of the City in 1983 (the "Central City Merged
25 Redevelopment Project Area"); (iv) the 40th Street Project Area, approved by Ordinance enacted by
26 the Mayor and Common Council of the City July 20, 2000 (the "40th Street Project Area"); (v) the
27 Mount Vernon Project Area, approved by Ordinance enacted by the Mayor and Common Council of
28 the City June 25, 1990 (the "Mount Vernon Project Area"); (vi) the State College Project Area No.
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1 4, approved by Ordinance enacted by the Mayor and Common Council of the City April 27, 1970
2 (the "State Street Project Area"); (vii) the Southeast Industrial Park Project Area, approved by
3 Ordinance enacted by the Mayor and Common Council of the City June 21, 1976 (the "Southeast
4 Industrial Park Project Area") ; (viii) the Northwest Project Area, approved by Ordinance enacted
5 by the Mayor and Common Council of the City July 6, 1982 (the `Northwest Project Area"); (ix) the
6 South Valle Project Area, approved by Ordinance enacted by the Mayor and Common Council of
7 the City July 9, 1984 (the "South Valle Project Area"); (x) the Uptown Project Area, approved by
8 Ordinance enacted by the Mayor and Common Council of the City June 16, 1986 (the "Uptown
9 Project Area"); and (xi) the Tri City Project Area, approved by Ordinance enacted by the Mayor and
10 Common Council of the City June 20, 1983 (the "Tri City Project Area"); in each case together with
11 any amendments duly authorized pursuant to the Law; and
12 WHEREAS, these eleven project areas are collectively referred to as the "Project Areas';
13 and
14 WHEREAS, each of the redevelopment plans for each of the Project Areas contemplated
15 that the RDA would issue its bonds or other obligations to finance and/or refinance a portion of the
16 cost of such redevelopment; and
17 WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) ("ABX1 26")
18 adopted on June 28, 2011, dissolved all redevelopment agencies and community development
19 agencies in existence in the State of California, as of February 1, 2012, and designated "successor
20 agencies" and "oversight boards" to satisfy "enforceable obligations" of the former redevelopment
21 agencies and administer dissolution and wind-down of the former redevelopment agencies; and
22 WHEREAS, the City agreed to serve as the successor agency (referred to herein as the
23 "Agency") to the RDA commencing upon the dissolution of the RDA on February 1, 2012 pursuant
24 to ABX1 26; and
25 WHEREAS, the Oversight Board for the Agency (the "Oversight Board") has been
26 established pursuant to California Health and Safety Code (the "HSC") § 34179 to assist in the
27 wind-down of the dissolved redevelopment agency; and
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1 WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-13 State of California budget
2 bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or added to
3 some of the provisions of ABX1 26, including provisions related to the refunding of outstanding
4 redevelopment agency bonds and the expenditure of remaining bond proceeds derived from
5 redevelopment agency bonds issued on or before December 31, 2010; and
6 WHEREAS, the RDA has previously executed and delivered the outstanding loan
7 agreements, bonds and notes identified in Exhibit A attached hereto (the "Outstanding RDA
8 Obligations"); and
9 WHEREAS, the listing of the Outstanding RDA Obligations includes the same "Prior
10 Bonds and Notes", as defined in Successor Agency Resolution No. No. 2015-72, with the exception
11 of the addition of the financial obligation described in "romanette No. (viii)" within Exhibit "A" to
12 this Resolution, with respect to that certain Reimbursement Agreement dated September 29, 1999,
13 between the RDA and the City, which provides for the reimbursement to the City of the portion of
14 the actual debt service payments attributable to the San Bernardino Joint Powers Financing
15 Authority 1999 Refunding Certificates of Participation relating "only" to the South Valle
16 Refundings and 201 Building (as further described as Enforceable Obligation No. 96 on the
17 Successor Agency's semi-annual Recognized Obligation Payment Schedule); and
18 WHEREAS, the additional outstanding obligation described in the immediately foregoing
19 recital was added to the list of Outstanding Obligations for the purpose of realizing further
20 reductions in the Successor Agency's financial obligations; and
21 WHEREAS, HSC § 34177.5(a)(1) authorizes successor agencies to refund outstanding
22 bonds provided that (i) the total interest cost to maturity on the refunding bonds or other
23 indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not
24 exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be
25 refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the
26 principal amount of the refunding bonds or other indebtedness shall not exceed the amount required
27 to defease the refunded bonds or other indebtedness, to establish customary debt service reserves,
28 and to pay related costs of issuance; and
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I WHEREAS, HSC § 34177.5(a)(2) authorizes successor agencies to refund outstanding
2 bonds or other indebtedness to finance debt service spikes, including balloon maturities, on existing
3 indebtedness,' provided that: (i) the existing indebtedness is not accelerated, except to the extent
4 necessary to achieve substantially level debt service; and (ii) the principal amount of the bonds or
5 other indebtedness shall not exceed the amount required to finance the debt service spikes, including
6 establishing customary debt service reserves and paying related costs of issuance; and
7 WHEREAS, the Agency, pursuant to Resolution No. 2015-72, adopted by the Agency on
8 April 6, 2015, has previously determined to proceed with the issuance of bonds to refund all or a
9 portion of the Outstanding RDA Obligations to provide debt service savings to the Agency and to
10 finance debt service spikes, including balloon maturities, to avoid the possibility of default on
11 certain Outstanding RDA Obligations; and
12 WHEREAS, the Oversight Board, pursuant to Resolution No. SBOB/2015-03, adopted by
13 the Oversight Board on April 13, 2015, has previously directed the Agency to commence the
14 process for the issuance of bonds to refund all or a portion of the Outstanding RDA Obligations to
15 provide debt service savings to the Agency and to finance debt service spikes, including balloon
16 maturities, to avoid the possibility of default on certain Outstanding RDA Obligations; and
17 WHEREAS, to the extent authorized by HSC § 34177.5(a), the Agency now desires to
18 undertake the refunding of all or a portion of the Outstanding RDA Obligations; and
19 WHEREAS, the Agency has solicited a report of an independent financial advisor entitled
20 Bond Refunding Financing Plan (a copy of which is presented at this meeting) and employed such
21 advisor in developing financing proposals for consideration by the Agency and it is understood that
22 such report, as it may be further revised, may be made available to the Department of Finance at its
23 request; and
24 WHEREAS, the Agency has determined to issue its Successor Agency to the
25 Redevelopment Agency of the City of San Bernardino, Tax Allocation Refunding Bonds, in one or
26 more series and with such other name and series designation as shall be deemed appropriate (the
27 "Refunding Bonds"), for the purpose of (i) refunding all or a portion of the Outstanding RDA
28 Obligations, (ii) paying the costs of issuing the Refunding Bonds, (iii) funding a reserve account
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1 and/or providing for a reserve policy or surety for deposit to the reserve account for the Refunding
2 Bonds and (iv) if advisable, paying for the cost of municipal bond insurance and/or a surety to fund
3 the reserve account for the Refunding Bonds in lieu of funding all or a portion of such reserve
4 account with bond proceeds; and
5 WHEREAS, the Refunding Bonds will be issued, payable from amounts on deposit in the
6 Redevelopment Property Tax Trust Fund of the Agency (the "RPTTF") and allocated to the
7 Agency's Redevelopment Obligation Retirement Fund, pursuant to an Indenture of Trust (the
8 "Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the
9 "Agency Trustee"); and
10 WHEREAS, the Agency has determined that any other available funds of the Agency may
11 be allocated to the refunding of the Outstanding RDA Obligations, to the extent approved by the
12 Oversight Board and the Department of Finance; and
13 WHEREAS, following approval of the Oversight Board of the issuance of the Refunding
14 Bonds by the Agency and upon approval by the Department of Finance of such approval by the
15 Oversight Board, the Agency will, with the assistance of bond counsel, disclosure counsel and its
16 financial advisor, cause to be prepared a form of Official Statement describing the Refunding Bonds
17 and containing material information relating to the Refunding Bonds, the preliminary form of which
18 will be submitted to the Agency for approval for distribution by Stifel, Nicolaus & Company,
19 Incorporated (the "Underwriter") to persons and institutions interested in purchasing the Refunding
20 Bonds; and
21 WHEREAS, there has been presented at this meeting a form of Indenture, a form of
22 Continuing Disclosure Agreement and a form of Bond Purchase Agreement, each to be executed in
23 connection with the issuance of the Refunding Bonds; and
24 WHEREAS, all of the prerequisites with respect to the approval of this Resolution have
25 been met.
26 NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the
27 Redevelopment Agency of the City of San Bernardino, as follows:
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1 Section 1. Approval of Issuance of Refunding Bonds. The issuance of the Refunding
2 Bonds, in order to refinance redevelopment activity of the Project Areas, which is permitted by HSC
3 § 34177.5, is hereby authorized and approved. The Refunding Bonds are authorized to be executed
4 by the manual or facsimile signature of the Mayor of the City, acting for the Agency in the capacity
5 of Agency Chairperson, and attested by the manual or facsimile signature of the City Clerk, acting
6 for the Agency in the capacity of Agency Secretary. The Refunding Bonds, when so executed, are
7 authorized to be delivered to the Agency Trustee for authentication.
8 Section 2. Approval of Indenture. The form of Indenture, between the Agency and the
9 Agency Trustee (the "Indenture"), presented at this meeting is hereby approved and the Successor
10 Agency Chairperson, the Successor Agency Executive Director, and the Deputy City Manager(each
11 an "Authorized Officer," acting for the Agency) are each acting alone authorized and directed, for
12 and in the name of and on behalf of the Agency, to execute, acknowledge and deliver the Indenture
13 in substantially the form presented at this meeting with such changes therein as the Authorized
14 Officer executing the same may approve, such approval to be conclusively evidenced by the
15 execution and delivery thereof. The date, maturity date or dates, interest rate or rates, interest
16 payment dates, terms of redemption and other terms of the Refunding Bonds shall be as provided in
17 the Indenture as finally executed.
18 Section 3. Approval of Continuing Disclosure Agreement. The form of Continuing
19 Disclosure Agreement, between the Agency and the Agency Trustee (the "Continuing Disclosure
20 Agreement"), presented at this meeting is hereby approved and any Authorized Officer, acting
21 alone, is authorized and directed, for and in the name of and on behalf of the Agency, to execute,
22 acknowledge and deliver one or more forms of the Continuing Disclosure Agreement in
23 substantially the form presented at this meeting with such changes therein as the officer executing
24 the same may approve, such approval to be conclusively evidenced by the execution and delivery
25 thereof.
26 Section 4. Approval of Bond Purchase Agreement. The form of Bond Purchase
27 Agreement, between the Agency and the Underwriter (the "Bond Purchase Agreement"), presented
28 at this meeting is hereby approved and any Authorized Officer acting alone is authorized and
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1 directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and deliver
2 one or more forms of the Bond Purchase Agreement in substantially the form presented at this
3 meeting with such changes therein as the officer executing the same may approve, such approval to
4 be conclusively evidenced by the execution and delivery thereof; provided, however, that the true
5 interest cost of the Refunding Bonds shall not exceed 5.0%, the Underwriter's discount (exclusive
6 of original issue discount) shall not exceed 1.25%, the maturity of the Refunding Bonds date shall
7 not exceed the maximum permitted under the Law, and, (A) as required by HSC § 34177.5(a)(1), (i)
8 the total interest cost to maturity on the Refunding Bonds plus the principal amount of the
9 Refunding Bonds shall not exceed the total remaining interest cost to maturity on the bonds to be
10 refunded plus the remaining principal of the bonds to be refunded, and (ii) the principal amount of
11 the Refunding Bonds shall not exceed the amount required to defease and refund the refunded
12 bonds, to establish customary debt service reserves, and to pay related costs of issuance or (B) as
13 required by HSC § 34177.5(a)(2) to refund outstanding bonds or other indebtedness to finance debt
14 service spikes, including balloon maturities, on existing indebtedness, (i) the existing indebtedness
15 is not accelerated, except to the extent necessary to achieve substantially level debt service; and (ii)
16 the principal amount of the bonds or other indebtedness shall not exceed the amount required to
17 finance the debt service spikes, including establishing customary debt service reserves and paying
18 related costs of issuance.
19 Section 5. Bond Insurance and Surety Bond. If an Authorized Officer determines that
20 it will be advantageous to the Agency to purchase municipal bond insurance or a debt service
21 reserve fund surety bond with respect to some or all of the Refunding Bonds, such officer is hereby
22 authorized to: (a) purchase such insurance or surety bond on behalf of the Agency at market rates;
23 and (b) make such changes to the agreements and documents relating to the Refunding Bonds as
24 may be needed to obtain such insurance or surety bond. In connection with any such surety bond,
25 each Authorized Officer is hereby severally authorized and directed to execute and deliver an
26 agreement on behalf of the Agency, in such form as approved by such Authorized Officer, with the
27 provider of such surety bond pursuant to which the Agency would agree to reimburse such provider
28 for any draws under such surety bond and to pay such provider any other fees and expenses related
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1 thereto as such Authorized Officer shall approve, such approval (and the approval by the Authorized
2 Officer of the form of such agreement) to be conclusively evidenced by the execution and delivery
3 of such agreement.
4 Section 6. Recovery of Costs. The Agency is hereby authorized to recover its costs of
5 issuance with respect to the Refunding Bonds including the cost of reimbursing the City for staff
6 time and costs spent with respect to the Refunding Bonds.
7 Section 7. Other Acts. The officers and staff of the Agency are hereby authorized and
8 directed, jointly and severally, to do any and all things, to execute and deliver any and all
9 documents, including one or more refunding escrow agreements, which in consultation with Orrick,
10 Herrington & Sutcliffe LLP, the Agency's bond counsel, they may deem necessary or advisable in
11 order to consummate the issuance, sale and delivery of the Refunding Bonds, or otherwise effectuate
12 the purposes of this Resolution, and any and all such actions previously taken by such officers or
13 staff members are hereby ratified and confirmed.
14 Section 8. Effective Date. This Resolution shall take effect upon: i) its adoption and
15 execution in the manner as required by the City Charter; and ii) the approval of the subject matter
16 contained herein by the Oversight Board and California Department of Finance consistent with HSC
17 § 34179 (h).
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I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
2 AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING THE ISSUANCE OF ITS
REFUNDING BONDS; APPROVING A FORM OF INDENTURE, A FORM OF BOND
3 PURCHASE AGREEMENT AND A FORM OF CONTINUING DISCLOSURE AGREEMENT;
MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING
4 CERTAIN OTHER ACTION IN CONNECTION THEREWITH(#3847)
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6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Successor Agency
to the Redevelopment Agency of the City of San Bernardino, at a meeting thereof, held on the 18th
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day of May, 2015, by the following vote, to wit:
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9 Council Members Ayes Nays Abstain Absent
10 MARQUEZ X
11 BARRIOS X
VALDIVIA X
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SHORETT X
13
NICKEL X
14 JOHNSON X
15 MULVIHILL X
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17
Georgea Hanna, City Clerk
18 ,ST
The foregoing Resolution is hereby approved this th day of ay 2015.
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20 �.
21 R. Carey Davi Chairman
Successor Ag ncy to the
22 Redevelopment Agency of the
23 City of San Bernardino
Approved as to Form:
24 Gary D. Saenz, City Attorney
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By:
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1 EXHIBIT A
2 PRIOR RDA OBLIGATIONS TO REFUND AND DEFEASE
3 Agency has determined to refund and defease the following outstanding RDA Obligations:
4 (i) Loan Agreement, dated as of March 1, 1998 (the "1998 Loan Agreement"), between the
5 former RDA and the San Bernardino Joint Powers Financing Authority (the "Authority"), which
6 secures the San Bernardino Joint Powers Financing Authority Subordinated Tax Allocation Bonds,
7 Series 1998B, originally issued in the amount of $8,590,000 of which $3,330,000 is currently
8 outstanding(the "Series 1998B Authority Bonds");
9 (ii) Seven Loan Agreements, each dated as of April 1, 2002 (the "2002 Loan Agreements"),
10 between the former RDA and the Authority, which secure the San Bernardino Joint Powers
11 Financing Authority Tax Allocation Refunding Bonds, Series 2002, originally issued in the amount
12 of$30,330,000 of which $17,420,000 is currently outstanding (the "Series 2002 Authority Bonds");
13 (iii) Loan Agreement, dated as of January 1, 2002 (the "2002A Loan Agreement"), between
14 the former RDA and the Authority, which secures the San Bernardino Joint Powers Financing
15 Authority Tax Allocation Bonds, Series 2002A, originally issued in the amount of $3,635,000 of
16 which $[2,780,000] is currently outstanding (the "Series 2002A Authority Bonds");
17 (iv) Loan Agreement, dated as of April 1, 2006 (the "2006 Loan Agreement'), between the
18 former RDA and the Authority, which secures the San Bernardino Joint Powers Financing Authority
19 Tax Allocation Bonds, Taxable Series 2006, originally issued in the amount of $28,665,000 of
20 which $17,305,000 is currently outstanding(the "Series 2006 Authority Bonds");
21 (v) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note,
22 Series 2009A originally issued and currently outstanding in the amount of$15,000,000 (the "2009A
23 Notes");
24 (vi) Loan Agreement, dated as of September 1, 2010 (the "2010 Loan Agreement'), between
25 the former RDA and the Inland Valley Development Agency (the "IVDA"), which secures the
26 Inland Valley Development Agency Revenue Bond Series 2010, originally issued and currently
27 outstanding in the amount of$8,000,000 (the"Series 2010 IVDA Bonds");
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1 (vii) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note,
2 Series 2011 originally issued and currently outstanding in the amount of $10,000,000 (the "2011
3 Notes;" and
4 (viii) Reimbursement Agreement dated September 29, 1999, between the former RDA and the City,
5 which secures the portion of the San Bernardino Joint Powers Financing Authority 1999 Refunding
6 Certificates of Participation(Police Station, South Valley Refundings and 201 Building Project) (the
7 "1999 COPS") relating to the South Valle Refundings and 201 Building, originally issued in the
8 total amount of $15,480,000 of which $8,750,000 pertained only to the South Valle and 201
9 Building portion and for which the currently outstanding balance pertaining only to the South Valle
10 Refundings and 201 Building portion equals $4,855,000 (the "South Valle Refundings and 201
11 Building Portion of the 1999 COPS").
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