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Home My WebLink About17-06 SARDA Resolution RESOLUTION NO. SARDA 17-06 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, AND APPROVING RELATED DOCUMENTS AND ACTIONS 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"), (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), 1 SARDA Resos 17-06 1 (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment 111 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) On September 5, 2017, the Successor Agency adopted its Resolution No. SARDA 17-05 (the "Authorizing Resolution"), authorizing issuance by the Successor Agency 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 20176 Bonds," and together with the Series 2017A Bonds, the "Bonds") to refund the 2010 Bonds and the 2011 Bonds, in each case so long as the Savings Parameters were satisfied, and the Authorizing Resolution also approved the form of and authorized execution of various documents prepared in connection with the issuance of the Bonds, including an Indenture of Trust, six Escrow Agreements and a Bond Purchase Agreement; and (e) On September 13, 2017, the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopted Resolution No. 17-03 (the "Oversight Board Resolution") approving the issuance by the Successor Agency of the Bonds and making certain determinations. (f) On October 31, 2017, the Department of Finance of the State of California (the "DOF") provided a letter to the Successor Agency approving the Oversight Board Resolution, conditioned upon the Bonds satisfying the Savings Parameters. (g) To determine compliance with the Savings Parameters for purposes of the issuance by the Successor Agency of the Bonds, the Successor Agency has caused its municipal advisor, Fieldman, Rolapp &Associates, to prepare an analysis of the potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of the use of the proceeds of the Bonds to refund all or a portion of the Prior Bonds (the "Debt Service Savings Analysis"). (h) The Debt Service Savings Analysis has demonstrated that a refunding of all or a portion of the Prior Bonds will satisfy the Savings Parameters. SARDA Resos 17-06 2 (i) A preliminary official statement to be used in connection with the offering and sale of the Bonds has been prepared, and it is appropriate at this time for the Successor Agency to approve the form of the preliminary official statement and its distribution to prospective purchasers of the Bonds. Section 2. The Successor Agency hereby approves the preliminary official statement for the Bonds (the "Preliminary Official Statement") in the form on file with the Secretary of the Successor Agency, together with any changes therein or additions thereto deemed advisable by the Chair, the Executive Director or the Finance Officer of the Successor Agency(each, an "Authorized Officer"). The Successor Agency authorizes the Authorized Officers, each acting alone, on behalf of the Successor Agency, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by Stifel, Nicolaus & Company, Incorporated, the underwriter for the Bonds (the "Underwriter"), to prospective purchasers of the Bonds. The Underwriter, on behalf of the Successor Agency, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. The Authorized Officers are hereby authorized and directed to assist the Disclosure Counsel (as identified in the Authorizing Resolution) in causing the Preliminary Official Statement to be brought into the form of a final official statement(the "Final Official Statement"), and the Authorized Officers, each acting alone, are hereby authorized to execute the Final Official Statement and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and did not, as of the date of delivery of the Bonds, contain any untrue statement of material fact with respect to the Successor Agency, the Former Agency or the Former Agency's redevelopment project areas or omit to state material facts with respect to the Successor Agency, the Former Agency or the Former Agency's redevelopment project areas required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by an Authorized Officer of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officers and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the Successor Agency. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. 1 SARDA Resos 17-06 3 Section 3. The Authorized Officers, the Board Secretary 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, including execution and delivery of any and all assignments, certificates, requisitions, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the refunding of all or a portion of the Prior 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 4. The Board Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 14th day of November, 2017. a . d� Maryann Edwards, Chair ATTE ". Randi I, retary [SEAL] SARDA Resos 17-06 4 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 17-06 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 14th day of November, 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 17-06 5