RESOLUTION LSA2024-____
RESOLUTION OF THE LOCAL SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS; AUTHORIZING
THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL
INDENTURE A ND BOND PURCHASE AGREEMENT; APPROVING AN
OFFICIAL STATEMENT; AND AUTHORIZING RELATED DOCUMENTS AND
ACTIONS
WHEREAS, pursuant to California Health and Safety Code Section 34170 et seq. (the “Dissolution Act”), the Redevelopment Agency of the City of San Pablo (the “ Predecessor Agency”) was dissolved and the Local Successor Agency to the Redevelopment Agency of the City of San Pablo (the “Successor Agency”) succeeded to all assets, properties, contracts, leases, books and records, buildings, and equipment of the Predecessor Agency, and, except as repealed, restricted or revised by the Dissolution Act, was vested with all authority, rights, powers, duties and obligations previously vested with the Predecessor Agency; and
WHEREAS, the Predecessor Agency was a redevelopment agency duly created and authorized to transact business and exercise its powers under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the California Health and Safety Code and, together with the Dissolution Act, referred to herein as the “Law” ; section references herein shall be to provisions of the Law unless otherwise expressly stated), and the powers of such agency included the power to issue bonds for any of its purposes; and
WHEREAS, the Successor Agency previously issued its Tax Allocation Refunding Bonds, Series 2014A (the “2014A Bonds”), pursuant to an Indenture, dated as of June 1, 2014 (the “Original Indenture”), between the Successor Agency and Computershare Trust Company, National Association (the “Trustee”), as successor trustee to Wells Fargo Bank, National Association; and
WHEREAS, the Successor Agency previously issued its Subordinate Tax Allocation Refunding Bonds Series 2016 (the “2016 Bonds”), on parity with the 2014A Bonds, pursuant to that certain First Supplemental Indenture, dated as of October 1, 2016 (the “First Supplement”), between the Successor Agency and the Trustee; and
WHEREAS, Section 34177.5 authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with Section 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 in accordance with the parameters set forth in Section 34177.5(a)(1) (the “Savings Parameters”); and
WHEREAS, the Successor Agency desires to issue tax allocation refunding bonds (the “Refunding Bonds”) pursuant to Section 34177.5(a)(1) to refund the outstanding 2014A Bonds , and compliance with the Savings Parameters is evidenced by the “Preliminary Debt Service Savings Analysis” on file with the City Clerk; and
WHEREAS, in connection with the issuance of the Refunding Bonds, the Suc cessor Agency desires to approve the form of , and authorize the execution and delivery of , a Second Supplemental Indenture (the “Second Supplement,” and together with the Original Indenture and the First Supplement, the “Indenture”), between the Successor Agency and the Trustee, and a Resolution LSA2024-____ Page 2
Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Successor Agency and Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”); and
WHEREAS, pursuant to Section 34179(j), the County of Contra Costa has established the Countywide Oversight Board for the County of Contra Costa (the “Oversight Board”); and
WHEREAS, pursuant to Section 34177.5(f) and Section 34180(b), the issuance of the Refunding Bonds by the Successor Agency must be approved by the Oversight Board; and
WHEREAS, the Successor Agency hereby requests that the Oversight Board direct the Successor Agency to undertake the refunding proceedings, make certain determinations on which the Successor Agency may rely in undertaking the refunding proceedings and approve the actions described in this Resolution; and
WHEREAS, pursuant to Section 5852.1 of the California Government Code, certain good faith estimates relating to the Refunding Bonds are set forth in the staff report accompanying this Resolution;
NOW, THEREFORE, BE IT RESOLVED by the Local Successor Agency to the Redevelopment Agency of the City of San Pablo as follows:
1. Recitals. The R ecitals set forth above are true and correct and are incorporated into this Resolution by this reference.
2. Determination of Savings . The Successor Agency has determined that the issuance of the Refunding Bonds will result in debt service savings, as ev idenced by the Preliminary Debt Service Savings Analysis, which is hereby approved.
3. Approval of Issuance of Refunding Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds under Sections 34177.5(a)(1) and 34177.5(f) and under other applicable provisions of the Law and the Refunding Law in the aggregate principal amount of not to exceed $25,000,000, provided that the Refunding Bonds are in compliance with the Savings Parameters at the time of delivery.
The Refunding Bonds may be
issued as a single issue, or from time to time, in separate series, as the Successor Agency shall determine. The Authorized Officers (as defined below) are authorized to make any and all changes to the designation of each series of Refunding Bonds as they deem necessary or desirable. The approval of the issuance of the Refunding Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of Refunding Bonds and the sale of the Refunding Bonds at a public or private sale.
4. Approval of Second Supplement. The form of the Second Supplement setting forth the terms and provisions of the Refunding Bonds and the application of the proceeds of the Refunding Bonds is hereby approved. Each of the Mayor of the City, as the Chair and presiding officer of the Successor Agency , and the City Manager of the City, as the executive director of the Successor Agency , on behalf of the Successor Agency (each, an “Authorized Officer”), is hereby authorized and directed to execute and deliver, and the City Clerk of the City, as Clerk of the Successor Agency, is hereby authorized and directed to attest to, the Second Supplement for and in the name and on behalf of the Successor Agency, in substantially the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by the Resolution LSA2024-____ Page 3
execution and delivery of the Second Supplement. The Successor Agency hereby authorizes the delivery and performance of the Second Supplement and the Indenture, as modified thereby.
5. Approval of Bond Purchase Agreement . The form of the Bond Purchase Agreement is hereby approved. The Authorized Officers, each acting alone, are hereby authorized and directed to execute and deliver the Bond Purchase Agreement for and in the name and on behalf of the Successor Agency, in substantially the form on file with the City Clerk , with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement, provided that the Underwriter’s discount shall not exceed 0.60%.
6. Professional Services . The Successor Agency approves the appointment of Steven Gortler, as municipal advisor; Willdan Financial Services, as fiscal consultant; Jones Hall, A Professional Law Corporation, as bond counsel and disclosure counsel; and Stifel, Nicolaus & Company, Incorporated, as underwriter. The Authorized Officers, each acting alone, are hereby authorized to execute professional services agreement with these firms, as and to the extent they deem necessary or desirable. Additionally, the selection of Computershare Trust Company, National Association, as trustee for the Refunding Bonds, is hereby approved.
7. Municipal Bond Insurance and Reserve Fund Surety Policy. The Authorized Officers, each acting alone, are hereby authorized and directed 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 Municipal Advisor and the Underwriter, that such municipal bond insurance policy and/or debt service reserve fund surety policy will reduce the true interest cost of the Refunding Bonds or otherwise enable the Successor Agency to issue the Refunding Bonds . The Authorized Officers, each acting alone, are hereby authorized and directed to execute any legal documents or certificates required in connection with any such policy.
8. Oversight Board Approval of the Issuance of the Refunding Bonds. The Successor Agency hereby requests the Oversight Board, as authorized by Section 34177.5(f), to direct the Successor Agency t o undertake the refunding proceedings and as authorized by Section 34177.5(f) and Section 34180, to approve the issuance of the Refunding Bonds pursuant to Section 34177.5(a)(1), this Resolution and the Indenture.
9. Determinations by the Oversight Board. The Successor Agency requests that the Oversight Board make the following determinations upon which the Successor Agency may rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds:
(a) pursuant to Section 34177.5(f), the Successor Agency is authorized to recover its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, including the cost of reimbursing the Successor Agency/ City for administrative staff time spent with respect to the authorization, issuance, sale and delivery of the Refunding Bonds; and
(b) pursuant to Section 34177.5(f), if the Successor Agency fails to issue the Refunding Bonds for any reason, the Successor Agency shall, nevertheless, be en titled to recover its costs incurred with respect to the refunding proceedings from such property tax revenues pursuant to Section 34183 without reduction in its administrative cost allowance.
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10. Issuance of Refunding Bonds in Whole or in Part. It is the intent of the Successor Agency to sell and deliver the Refunding Bonds to refund the outstanding 2014A Bonds in whole, provided that there is compliance with the Savings Parameters. If such Savings Parameters cannot be met with respect to the outstanding 2014A Bonds in whole, then the Refunding Bonds may be sold to refund the outstanding 2014A Bonds in part to the extent that the refunding of the outstanding 2014A Bonds in part satisfies the Savings Parameters. In the event the Refunding Bonds are issued to refund the outstanding 2014A Bonds in part, the Successor Agency intends to sell and deliver additi onal bonds in the future to refund the unrefunded 2014A Bonds without the further approval of the Oversight Board or the California Department of Finance provided that in each such instance the bonds so sold and delivered are in compliance with the Savings Parameters.
11. Approval of Official Statement. The Successor Agency hereby approves the form of Preliminary Official Statement on file with the City Clerk. Distribution of the Preliminary Official Statement by the Successor Agency and the 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 (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 Certificate substantially in the form appended to the final Official Statement.
12. Filing of Preliminary Debt Service Savings Analysis and Resolution. The City Clerk, on behalf of the Successor Agency, is hereby authorized and directed to file the Preliminary Debt Service Savings Analysis, together with a certified copy of this Resolution, with the Oversight Board, and, as provided in Section 34180(j) with the Contra Costa County Administrative Officer, the Contra Costa County Auditor-Controller and the California Department of Finance.
13. Official Actions. The Authorized Officers 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 and in the issuance, sale and delivery of the Refunding Bonds. The Authorized Officers are authorized and directed, on behalf of the Successor Agency, to execute and del iver 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 of the Refunding Bonds, the refunding of the 2014A Bonds, and the consummation of the transactions as described herein, including an escrow agreement , refunding instructions, subordination notices and/or optional redemption notices. Whenever in this Resolution any officer of the Successor Agency or City is directed to execute or countersign any document or take any action, such execution, countersigning or action may be 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.
14. Effective Date. This Resolution is effective on the day of its adoption.
Resolution LSA2024-____ Page 5
PASSED AND ADOPTED on this 3rd day of September, 2024, by the following vote:
AYES: DIRECTORS:
NOES DIRECTORS:
ABSENT DIRECTORS:
ABSTAIN DIRECTORS:
ATTEST:
Dorothy Gantt, City Clerk Patricia Ponce, Mayor