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HomeMy WebLinkAbout17-05 SARDA Resolution RESOLUTION NO. SARDA 17-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, APPROVING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency') hereby finds, determines and declares that: ' (a) Pursuant to section 34172(a) of the California Health and Safety Code (unless otherwise noted, all section references in this Resolution being to such Code), the Redevelopment Agency of the City of Temecula (the "Former Agency") has been dissolved and no longer exists, and pursuant to section 34173, the Successor Agency has become the successor agency to the Former Agency. (b) Prior to the dissolution of the Former Agency, the Former Agency issued the following bonds (collectively, the "Prior Bonds') for the purpose of financing and refinancing redevelopment and housing activities of the Former Agency, which Prior Bonds remain outstanding: (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"), (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"), (iii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"), SARDA Resos 17-05 1 (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment ' Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) (the "2010 Bonds"), and (vi) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"). (c) 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 California Government Code (the 'Refunding Law') for the purpose of achieving debt service savings within the parameters set forth in section 34177.5(a)(1) (the "Savings Parameters"). (d) City of Temecula Staff have been presented with a refunding analysis for a possible issuance of tax allocation refunding bonds by the Successor Agency indicating that a refunding of the Prior Bonds will satisfy the Savings Parameters. (e) The Successor Agency desires at this time to authorize the issuance of its ' Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "Series 2017A Bonds") to refund the 2002 Bonds, the 2006A Bonds, the 2006B Bonds and the 2007 Bonds, and its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "Series 2017B Bonds," and together with the Series 2017A Bonds, the "Bonds") to refund the 2010 Bonds and the 2011 Bonds, all pursuant to an indenture of trust, by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Indenture"). (f) Pursuant to section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency, and the Successor Agency now desires to request that the Oversight Board direct the Successor Agency to undertake the refunding proceedings and to approve the issuance of the Bonds pursuant to this Resolution and the Indenture, and the Successor Agency also desires to request that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Bonds. (g) The Successor Agency has determined to sell the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") pursuant to the terms of a bond purchase agreement (the "Purchase Agreement') to be entered into by the Successor Agency and the Underwriter. Section 2. The Successor Agency has determined that there are significant ' potential savings available to the Successor Agency and to applicable taxing entities in SARDA Resos 17-05 2 compliance with the Savings Parameters by the issuance by the Successor Agency of ' the Bonds to provide funds to refund and defease the Prior Bonds. Section 3. The Successor Agency hereby authorizes and approves the issuance of the Bonds under the applicable provisions of the California Health and Safety Code and the Refunding Law in the aggregate principal amount of not to exceed $86,000,000 in order to refund the Prior Bonds, provided that the Bonds are in compliance with the Savings Parameters at the time of issuance of the Bonds. Section 4. The Successor Agency hereby approves the Indenture prescribing the terms and provisions of the Bonds and the application of the proceeds of the Bonds, in the form on file with the Secretary of the Successor Agency. Each of the Chair, Executive Director and the Finance Officer of the Successor Agency (each, an "Authorized Officer"), acting alone, is hereby authorized to execute and deliver the Indenture, for and in the name and on behalf of the Successor Agency, in such form, together with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve following consultation with the Successor Agency's General Counsel and bond counsel, such approval to be conclusively evidenced by the execution and delivery by an Authorized Officer of the Indenture. The Successor Agency hereby authorizes the delivery and performance of the Indenture. Section S. The six escrow agreements, one relating to each series of the Prior ' Bonds, each by and between the Successor Agency and U.S. Bank National Association, as escrow bank (collectively, the "Escrow Agreements"), in the respective forms on file with the Secretary of the Successor Agency, are hereby approved. The Authorized Officers are, each acting alone, hereby authorized, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreements in such forms together with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve following consultation with the Successor Agency's General Counsel and bond counsel, such approval to be conclusively evidenced by the execution and delivery by an Authorized Officer of the Escrow Agreements. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreements. Section 6. It is the intent of the Successor Agency to sell and deliver the Bonds in whole, provided that there is compliance with the Savings Parameters. However, the Successor Agency hereby authorizes the sale and delivery of the Bonds in whole or, if such Savings Parameters cannot be met with respect to the whole or the Successor Agency otherwise determines not to issue all of the Bonds at this time, then in part; provided that the Bonds so sold and delivered in part are in compliance with the Savings Parameters. The sale and delivery of the Bonds in part will in each instance provide sufficient net funds only for the refunding of that portion of the Prior Bonds that meet the Savings Parameters. In the event the Bonds are initially sold in part, the Successor Agency intends to sell and deliver additional series of the Bonds to refund the Prior Bonds ' not refunded with proceeds of the Bonds without the prior approval of the Oversight Board SARDA Resos 17-05 3 ' provided that in each such instance the Bonds so sold and delivered in part are in compliance with the Savings Parameters. Section 7. The Successor Agency hereby authorizes the sale of the Bonds to the Underwriter. The Successor Agency hereby approves the Purchase Agreement, by and between the Underwriter and the Successor Agency, in the form on file with the Secretary, pursuant to which the Bonds are to be sold to the Underwriter. The Authorized Officers, each acting alone, are hereby authorized to execute and deliver the Purchase Agreement in said form, together with such additions thereto and changes therein as an Authorized Officer executing the Purchase Agreement, upon consultation with the Successor Agency's General Counsel and bond counsel, shall deem necessary, desirable or appropriate, so long as the principal amount of the Bonds does not exceed $86,000,000, the requirements of section 34177.5(a)(1) are satisfied with respect to the Bonds and the Underwriter's discount, excluding original issue discount which does not constitute compensation to the Underwriter, does not exceed 0.60% of the initial aggregate principal amount of the Bonds, and the execution by an Authorized Officer of the Purchase Agreement shall be conclusive evidence of the approval of any such additions and changes. The Successor Agency hereby authorizes the delivery and performance by the Successor Agency of the Purchase Agreement. Section 8. The Authorized Officers, each acting alone, are hereby authorized to take all actions necessary to obtain a municipal bond insurance policy for one or more ' maturities of one or both series of the Bonds and reserve account surety bond or insurance policy for one or both series of the Bonds from a municipal bond insurance company if it is determined, upon consultation with Fieldman, Rolapp & Associates, the Successor Agency's municipal advisor(the "Municipal Advisor") and the Underwriter, that such municipal bond insurance policy and/or surety bond or insurance policy will reduce the interest cost with respect to the Bonds to which they pertain. Section 9. Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of this Resolution and the Oversight Board Resolution to the California Department of Finance, the Successor Agency will, with the assistance of Quint & Thimmig LLP, its disclosure counsel for the Bonds (the "Disclosure Counsel'), HdL Companies, the fiscal consultant to the Successor Agency (the "Fiscal Consultant') and the Municipal Advisor, cause to be prepared a form of official statement for the Bonds describing the Bonds and containing material information relating to the Successor Agency and the Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by the Underwriter to persons and institutions interested in purchasing the Bonds. Section 10. The Successor Agency hereby requests the Oversight Board, as authorized by section 34177.5(f), to direct the Successor Agency to undertake proceedings to refund the Prior Bonds, and as authorized by section 34177.5(f) and section 34180, to approve the issuance of the Bonds pursuant to section 34177.5(a)(1), this Resolution and the Indenture. SARDA Resos 17-05 4 Section 11. The Successor Agency requests that the Oversight Board make the following determinations which the Successor Agency has considered in undertaking the refunding proceedings and the issuance of the Bonds: (a) The Successor Agency is authorized, as provided in section 34177.5(f), to recover its costs related to the issuance of the Bonds from the proceeds of the Bonds, including the cost of reimbursing its administrative staff for time spent with respect to the authorization, issuance, sale and delivery of the Bonds; and (b) The application of the proceeds of the Bonds by the Successor Agency to the refunding and defeasance of the Prior Bonds, as well as the payment by the Successor Agency of costs of issuance of the Bonds, as provided in section 34177.5(a), including municipal bond insurance and reserve fund surety bond or insurance premiums, shall be implemented by the Successor Agency promptly upon sale and delivery of the Bonds, notwithstanding section 34177.3 or any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Riverside County Auditor-Controller or any other person or entity other than the Successor Agency. Section 12. The Secretary of the Successor Agency is hereby authorized and directed to file a certified copy of this Resolution with the Oversight Board, and, as provided in section 34180(j), with the Riverside County Administrative Officer, the Riverside County Auditor-Controller and the California Department of Finance. Section 13. The firm of Fieldman, Rolapp & Associates is hereby designated as Municipal Advisor to the Successor Agency for the Bonds, the firm of Quint & Thimmig LLP is hereby designated as Bond Counsel and as Disclosure Counsel to the Successor Agency for the Bonds and the firm of HdL Companies is hereby designated as Fiscal Consultant to the Successor Agency for the Bonds. The Executive Director is hereby authorized and directed to execute and deliver agreements with such firms for their services related to the Bonds, each such agreement to be in the respective form on file with the Successor Agency Secretary, or otherwise in a form acceptable to the Executive Director and General Counsel to the Successor Agency. Section 14. 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 issuance, sale and delivery of the Bonds. 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 15. The Board Secretary shall certify to the adoption of this Resolution. SARDA Resos 17-05 5 PASSED, APPROVED, AND ADOPTED by the Board of Directors of the ' Successor Agency to the Temecula Redevelopment Agency this 51h day of September, 2017. Maryann Edwards, Chair ATTEST: Randi Johl, Secretary [SEAL] SARDA Resos 17-05 6 ' STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17-05 was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: 5 BOARD MEMBERS: Comerchero, Naggar, Rahn, Stewart, Edwards NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 0 BOARD MEMBERS: None ' Randi Johl, Secretary 1 SARDA Resos 17-05 7