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HomeMy WebLinkAbout2026-02RESOLUTION NO. 2026-02 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE REDLANDS PUBLIC IMPROVEMENT CORPORATION APPROVING A GROUND LEASE, A LEASE AGREEMENT, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT AND A PURCHASE AGREEMENT WITH RESPECT TO THE EXECUTION AND DELIVERY OF CITY OF REDLANDS CERTIFICATES OF PARTICIPATION, EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $85,000,000 AND AUTHORIZING RELATED ACTIONS WHEREAS, the City of Redlands (the "City") desires to finance a portion of the costs of the construction, installation and acquisition of certain capital improvements constituting a city police facility and related improvements and a city fire station and related improvements and the acquisition and installation of certain heating, ventilation and air conditioning systems (collectively, the "Project"); and WHEREAS, in order to finance the Project, the City will lease certain real property owned by the City, and the improvements thereto, consisting of the future police facility and site (the "Property"), to the Redlands Public Improvement Corporation (the "Corporation") pursuant to a Ground Lease (such Ground Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Ground Lease"); and WHEREAS, the City will sublease the Property back from the Corporation pursuant to a Lease Agreement (such Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Lease Agreement"); and WHEREAS, the City and the Corporation have determined that it would be in the best interests of the City and the Corporation to provide a portion of the funds necessary to finance the Project through the execution and delivery, pursuant to a Trust Agreement, by and among U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), the Corporation and the City, of the City of Redlands Certificates of Participation, Series 2026 (Police and Fire Facilities) (the "Certificates"), evidencing direct, fractional undivided interests in the base rental payments to be made by the City under the Lease Agreement (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Trust Agreement"); and WHEREAS, in connection with the execution and delivery of the Trust Agreement, the Corporation proposes to assign substantially all of its rights in the Ground Lease and Lease Agreement to the Trustee pursuant to an Assignment Agreement (such Assignment Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Assignment Agreement"); and WHEREAS, BofA Securities, Inc. and Stifel, Nicolaus & Company, Incorporated, as co - underwriters (the "Underwriters"), have submitted to the City and the Corporation a proposal to 1 C\RPIC Redlands Public Improvement Coip\Resolutions\Resolution 2026-02.bm.06.02.2026.doex purchase the Certificates in the form of a Purchase Agreement (such Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Agreement'); and WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Ground Lease; (b) the Lease Agreement; (c) the Trust Agreement; (d) the Assignment Agreement; and (e) the Purchase Agreement; and WHEREAS, the Board of Trustees of the Corporation (the "Board of Trustees") desires to proceed to authorize the execution and delivery of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and delivery of the Certificates; WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the actions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Corporation is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such actions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE REDLANDS PUBLIC IMPROVEMENT CORPORATION AS FOLLOWS; Section 1. The foregoing recitals are true and correct, and the Board of Trustees so finds and determines. Section 2. The form of the Ground Lease, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, is hereby approved. Each of the Chair of the Board of Trustees, the President of the Corporation, the Secretary of the Corporation and the Treasurer of the Corporation, and such other officers of the Corporation as the President of the Corporation may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name and on behalf of the Corporation, to execute and deliver the Ground Lease in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Ground Lease by such Authorized Officer; provided, however, that the term of the Ground Lease shall not terminate later than May 1, 2057 (provided that such term may be extended as provided therein). Section 3. The form of the Lease Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby 19RPIC Redlands Public Itnpmvement Corp\Resolutions\Resolution 2026-02.bm.06.022026.docx directed, for and in the name and on behalf of the Corporation, to execute and deliver the Lease Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Lease Agreement by such Authorized Officer; provided, however, that (a) the aggregate amount of the principal components of the base rental payments payable under the Lease Agreement shall not exceed $85,000,000, (b) the term of the Lease Agreement shall not terminate later than May 1, 2057 (provided that such term may be extended as provided therein), and (c) the true interest cost applicable to the interest components of the base rental payments evidenced by the Certificates shall not exceed 5.00% per annum. Section 4. The form of the Assignment Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name and on behalf of the Corporation, to execute and deliver the Assignment Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Assignment Agreement by such Authorized Officer. Section 5. The form of the Trust Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name and on behalf of the Corporation, to execute and deliver the Trust Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Trust Agreement by such Authorized Officer. Section 6. The execution and delivery of the Certificates evidencing principal in an aggregate amount not to exceed $85,000,000, payable in the years and in the amounts, and evidencing interest as specified in the Trust Agreement as finally executed, and with such additional or other series designations as may be approved by an Authorized Officer, are hereby authorized and approved. Section 7. The form of the Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name and on behalf of the Corporation, to execute and deliver the Purchase Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Agreement by such Authorized Officer; provided, however, that the underwriters' discount for the sale of the Certificates shall not exceed 0.30% of the aggregate amount of principal evidenced by such Certificates. Section S. The Board of Trustees of the Corporation hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic 3 IARPIC Redlands Public Improvement Corp\Resolutions\Resolution2026-02.bm.06.02.2026.docx Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign. Section 9. The officers of the Corporation are, and each of them is, hereby authorized and directed, for and in the name of the Corporation, to do any and all things and to execute and deliver any and all agreements, documents, certificates and instruments that they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 10. All actions heretofore taken by the officers and agents of the Corporation with respect to the Certificates, or in connection with or related to any of the agreements, documents, certificates or instruments referred to herein, are hereby approved, confirmed and ratified. Section 11. This Resolution shall take effect immediately upon its adoption. ADOPTED, SIGNED AND APPROVED this 16'I' day of JunV, 2026. Mario Sauced"o, Chair ATTEST: Je& Donaldson, Secretary 4 I;IRPIC Redlands Public Improvement Corp\Resolutions\Resolution 2026-02.bm.06.02.2026.docx 1, Jeanne Donaldson, Secretary of the Redlands Public Improvement Corporation, hereby certify that the foregoing Resolution was duly adopted by the Board of Trustees at a regular meeting thereof, held on the 1611' day of June, 2026, by the following vote: AYES: Board -members Barich, Tejeda; Chair Saucedo NOES: None ABSENT: Boardmember Shaw ABSTAINED: Boardmember Davis Jea onaldson, Secretary 5 I:IRPIC Redlands Public Improvement CorplResolutionslResolution 2026-02.bm.06.022026.doex