HomeMy WebLinkAbout479 RESOLUTION NO. 479
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS APPROVING THE FORM OF A PRELIMINARY OFFICIAL
STATEMENT, A BOND PURCHASE AGREEMENT, ESCROW
AGREEMENTS AND A CONTINUING DISCLOSURE CERTIFICATE IN
CONNECTION WITH THE TAX ALLOCATION REFUNDING BONDS,
SERIES 2016A, AND THE TAXABLE TAX ALLOCATION REFUNDING
BONDS, SERIES 2016B, AND AUTHORIZING CERTAIN OTHER
ACTIONS IN CONNECTION THEREWITH
WHEREAS, the Successor Agency to the Redevelopment Agency of the City of Redlands
(the "Successor Agency") has previously approved the issuance of its Tax Allocation Refunding
Bonds, Series 2016A, and its Taxable Tax Allocation Refunding Bonds, Series 2016B
(collectively, the `Bonds"), at its meeting on November 3, 2015 for the purpose of refunding
certain bonds issued by the Redevelopment Agency of the City of Redlands (the "Prior Bonds"),
and wishes at this time to approve a Preliminary Official Statement in connection with the
marketing of the Bonds; and
WHEREAS, the Oversight Board to the Successor Agency to the Redevelopment Agency
of the City of Redlands (the "Oversight Board") has approved of the issuance of the Bonds by a
resolution adopted at its meeting on November 19, 2015 (the "Oversight Board Action"); and
WHEREAS, the Department of Finance approved the Oversight Board Action by letter
dated January 29, 2016; and
WHEREAS, the Successor Agency also desires to approve a Bond Purchase Agreement,
Escrow Agreements and a Continuing Disclosure Certificate in connection with the sale and
delivery of the Bonds.
BE IT HEREBY RESOLVED by the Successor Agency as follows:
Section 1. The Preliminary Official Statement relating to the Bonds (the "Preliminary
Official Statement"), in the form presented at this meeting and on file with the Secretary, is hereby
approved. The Executive Director or Finance Director is hereby authorized to sign a certificate
pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to said
Preliminary Official Statement, and the Executive Director is hereby authorized and directed to
execute, approve and deliver the final Official Statement in the form of the Preliminary Official
Statement, with such changes, insertions and omissions as may be recommended by Successor
Agency general counsel or Stradling Yocca Carlson & Rauth, a Professional Corporation ("Bond
Counsel"), and approved by the officer executing the same, said execution being conclusive
evidence of such approval. Stifel, Nicolaus & Company, Incorporated (the "Underwriter") is
hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the
Bonds and is directed to deliver copies of any final Official Statement to all actual purchasers of
the Bonds.
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Section 2. The Form of the Bond Purchase Agreement (the "Bond Purchase
Agreement") between the Successor Agency and the Underwriter, in the form presented at this
meeting and on file with the Secretary, is hereby approved. The Chair of this Board, the Vice-
Chair of this Board, the Executive Director of the Successor Agency, the Finance Director of the
Successor Agency or any designee of such officers (collectively, the "Authorized Officers"), each
acting alone, is hereby authorized to execute the Bond Purchase Agreement with such changes,
insertions and omissions as may be recommended by general counsel or Bond Counsel, as such
Authorized Officer shall deem necessary; provided, however, that the Bond Purchase Agreement
shall be signed only if the Underwriter's discount (exclusive of original issue discount) does not
exceed 0.6% of the principal amount of the Bonds.
Section 3. The forms of the Escrow Agreements in cormection with each of the three
series of Prior Bonds (the "Escrow Agreements"), in the forms presented at this meeting and on
file with the Secretary, are hereby approved. Each of the Authorized Officers, acting alone, is
hereby authorized to execute the Escrow Agreements with such changes, insertions and omissions
as may be recommended by general counsel or Bond Counsel, as such Authorized Officer shall
deem necessary.
Section 4. The form of the Continuing Disclosure Certificate (the "Continuing
Disclosure Certificate"), in the form presented at this meeting and on file with the Secretary, is
hereby approved. Each of the Authorized Officers, acting alone, is hereby authorized to execute
the Continuing Disclosure Certificate with such changes, insertions and omissions as may be
recoinmended by general counsel or Bond Counsel, as such Authorized Officer shall deem
necessary.
Section 5. The Executive Director or Finance Director of the Successor Agency is
authorized to select a municipal bond insurer to insure payments of the principal of and interest on
the bonds so long as the Executive Director or Finance Director of the Successor Agency
determines that obtaining the municipal bond insurance policy provided thereby will result in a
lower interest rate or yield to maturity with respect to the Bonds. Bond Counsel is hereby directed
to make all changes to the Escrow Agreements, the Continuing Disclosure Certificate, the Bond
Purchase Agreement, the Preliminary Official Statement, the final Official Statement and the
Indenture of Trust previously approved by the Successor Agency as are necessary to reflect the
selection of a municipal bond insurer and the reasonable comments thereof
Section 6. The Executive Director or Finance Director of the Successor Agency is
authorized to select a municipal bond insurer to provide a reserve fund surety bond to be deposited
into the reserve fund for the Bonds so long as the Executive Director or Finance Director of the
Successor Agency determines that obtaining the reserve fund surety bond will be cost effective to
the Successor Agency. Each Authorized Officer, acting alone, is authorized to execute and deliver
any customary agreement with the municipal bond insurer providing the reserve fund surety bond.
Bond Counsel is hereby directed to make all changes to the Escrow Agreements, the Continuing
Disclosure Certificate,the Bond Purchase Agreement,the Preliminary Official Statement,the final
Official Statement and the Indenture of Trust previously approved by the Successor Agency as are
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necessary to reflect the reserve fund surety bond and the reasonable coinnients of the municipal
bond insurer in connection therewith.
Section 7. The members of this Board, the Authorized Officers and all other officers
of the Successor Agency are hereby authorized, jointly and severally, to execute and deliver any
and all necessary documents and instruments and to take all actions which they deem necessary or
proper to effectuate the purposes of this Resolution and the issuance of the Bonds.
IN WITNESS WHEREOF, this Resolution is adopted and approved the 16th day of
February, 20 16.
J,
il W. Foster, Chair of the Successor Agency to
the Redevelopment Agency of the City of Redlands
ATTEST:
Sam Irwin, §ie&e4y of the Successor Agency to the
Redevelopment Agency of the City of Redlands
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I, Sam Irwin, Secretary of the Successor Agency of the former Redevelopment Agency of the
City of Redlands, hereby certify that the foregoing Resolution was duly adopted by the
Successor Agency of the former Redevelopment Agency of the City of Redlands at a special
meeting thereof, held on the 19th day of January, 2016, by the following vote:
AYES: Boardinembers Harrison, Gilbreath, Barich, James; Chairman Foster
NOES: None
ABSTAIN: None
ABSENT: None
Sam Irwin, Secretary of the Successor enc to
the Redevelopment Agency of the City of Redlands
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