Resolution Number SACRA 16-09-06-02RESOLUTION NO. SACRA 16-09-06-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY APPROVING A LOAN
AGREEMENT AND NOTE TO PREPAY A 2011 PROMISSORY NOTE,
REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE
OF THE LOAN AGREEMENT AND NOTE, REQUESTING CERTAIN
DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING
FOR OTHER MATTERS PROPERLY RELATING THERETO
WHEREAS, the San Juan Capistrano Community Redevelopment Agency (the
"Former Agency") 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 "Redevelopment
Law");
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety
Code (unless otherwise noted, all Section references hereinafter being to such Code),
the City Council has elected to assume the activities and obligations of the Former
Agency, as the successor entity to the Former Agency (the "Successor Agency");
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
delivered its promissory note (the "Prior Note") in the amount of $4,1 00,000 dated July
6, 2011, to Farmers' and Merchants' Bank for the purpose of financing redevelopment
activities;
WHEREAS, the Prior Note was issued to purchase property (the "Property")
within the City by the Former Agency for redevelopment purposes and the Successor
Agency now intends to sell the Property and use the proceeds of such sale to distribute
to other taxing agencies pursuant to the Dissolution Act;
WHEREAS, pursuant to Section 34179, this Oversight Board has been
established for the Successor Agency;
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 refinancing debt service spikes, including balloon maturities, so long as
existing debt service is not accelerated, except to achieve substantially level debt
service, and the principal amount of the debt does not exceed the amount necessary to
finance the debt service spikes, including establishing customary debt service reserves
and paying related costs of issuance parameters set forth in Section 34177 .5(a)(2) (the
"Parameters ");
WHEREAS, Western Alliance Bank, and its affiliated entities (the "Purchaser"),
have provided a term sheet proposal for the proposed refinancing of the Prior Note;
WHEREAS, to determine compliance with the Parameters for purposes of the
delivery by the Successor Agency of its Loan Agreement and Refunding Note, the
Successor Agency has caused its financial advisor, Fieldman, Rolapp & Associates (the
"Financial Advisor"), to prepare an analysis of the proposed debt service in order to pay
the Prior Note and to pay related costs of issuance (the "Debt Service Analysis");
WHEREAS, the Successor Agency wishes at this time to approve the Loan
Agreement and Refunding Note;
WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight
Board") has been established for the Successor Agency;
WHEREAS, the Successor Agency requests that the Oversight Board approve
the Loan Agreement and Refunding Note to refund the Prior Note as selected by the
Successor Agency pursuant to this Resolution; and,
WHEREAS, the Successor Agency further requests that the Oversight Board
make certain determinations described below on which the Successor Agency will rely
in undertaking the refunding proceedings and the Loan Agreement and Refunding Note.
NOW, THEREFORE, BE IT RESOLVED BY THE SUCCESSOR AGENCY OF
THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY:
Section 1. Determinations on Financing. The Successor Agency has
determined to approve and deliver the Loan Agreement and Refunding Note to provide
funds to refund and defease all or a portion of the Prior Note and to cure any default
which may be declared by the owner of the Prior Note, all as evidenced by the Debt
Service Analysis on file with the Successor Agency, which Debt Service Analysis is
hereby approved.
Section 2. Approval of the Loan Agreement and Refunding Note. The
Successor Agency hereby approves the Loan Agreement and Refunding Note
prescribing the terms and provisions of the Refunding Note and the application of the
proceeds of the Refunding Note in compliance with the Parameters. Each of the
Successor Agency Chair, or the City Manager of the City of San Juan Capistrano, as
the chief administrative officer of the Successor Agency (each, an "Authorized Officer"),
is hereby authorized and directed to execute and deliver, and the Secretary of the
Successor Agency, is hereby authorized and directed to attest to, the Loan Agreement
and Refunding Note for and in the name and on behalf of the Successor Agency, in
substantially the form on file with the Successor Agency 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 Loan Agreement. The Successor Agency hereby authorizes the
delivery and performance of the Loan Agreement.
Section 3. Financing Terms. The financing terms presented to the Successor
Agency by the Purchaser are approved as follows: maximum principal amount of
financing is $3,500,000, maximum interest rate with respect to the financing is 4.30%
and maximum term for the financing is 5 years.
Section 4. Oversight Board Approval of the Issuance of the Bonds. The
Successor Agency hereby requests the Oversight Board as authorized by Section
34177 .5(f) and Section 34180 to approve the issuance of the Loan Agreement and
Refunding Note pursuant to Section 34177.5(a)(2) and this Resolution.
Section 5. Determinations by the Oversight Board. The Successor Agency
requests that the Oversight Board make the following determinations upon which the
Successor Agency will rely in undertaking the refunding proceedings and the delivery of
the Loan Agreement and Refunding Note:
(a) The Successor Agency is authorized, as provided in Section
34177. 5(f), to recover its costs related to the delivery of the Loan Agreement and
Refunding Note from the proceeds of the Refunding Note, including the cost of
reimbursing the City for administrative staff time spent with respect to the
authorization and delivery of the Loan Agreement and Refunding Note;
(b) The application of proceeds of the Refunding Note by the
Successor Agency to the refunding of all of the Prior Note, as well as the
payment by the Successor Agency of costs of issuance of the Refunding Note,
as provided in Section 34177.5(a), shall be implemented by the Successor
Agency promptly without the approval of the Oversight Board, the California
Department of Finance, the Orange County Auditor-Controller or any other
person or entity other than the Successor Agency;
(c) The Successor Agency shall be entitled to receive its full
Administrative Cost Allowance under Section 34181 (a)(3) without any deductions
with respect to continuing costs related to the delivery of the Loan Agreement
and Refunding Note, such as trustee's fees, auditing and fiscal consultant fees
and continuing disclosure and rating agency costs (collectively, "Continuing
Costs of Issuance"), and such Continuing Costs of Issuance shall be payable
from property tax revenues pursuant to Section 34183. In addition and as
provided by Section 34177.5(f), if the Successor Agency is unable to complete
the issuance of the Refunding Bonds for any reason, the Successor Agency
shall, nevertheless, be entitled 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.
Section 6. Filing of Debt Service Analysis and Resolution. The Successor
Agency Clerk is hereby authorized and directed to file the Debt Service Analysis,
together with a certified copy of this Resolution, with the Oversight Board, and, as
provided in Section 341800) with the Orange County Administrative Officer, the Orange
County Auditor-Controller and the California Department of Finance.
Section 7. Agreements with Consultants . The firm of Best Best & Krieger LLP
is hereby designated as Bond Counsel, and the firm of Fieldman, Rolapp & Associates
is hereby designated as financial advisor to the Successor Agency (the "Financial
Advisor"). The City Manager is hereby authorized and directed to execute and deliver
agreements with such firms for their services related to the Loan Agreement, each such
agreement to be in the respective form on file with the Secretary.
Section 8. 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 and in the delivery of the Loan Agreement and Refunding Note . Whenever in
this Resolution any officer of the Successor Agency 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.
Section 9. Effective Date. This Resolution shall take effect immediately upon
adoption .
Section 10. The Secretary shall certify to the adoption of this Resolution .
PASSED, APPROVED and ADOPTED this 61h day of September, 2016.
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF SAN JUAN CAPISTRANO )
I, Maria Morris, Secretary of the Successor Agency of the San Juan Capistrano
Community Redevelopment Agency, hereby certify that the above and foregoing
Resolution was duly and re~ularly adopted by the Successor Agency at a regular
meeting thereof held on the 6 h day of September, 2016, and that it was so adopted by
the following vote:
AYES: Patterson, Reeve, Allevato, Perry and Chair Ferguson
NOES: None
ABSENT: None
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