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Home My WebLink About17-03 OB SARDA Resolution RESOLUTION NO. OB SARDA 17-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS OF THE SUCCESSOR AGENCY, MAKING CERTAIN DETERMINATIONS WITH RESPECT TO THE REFUNDING BONDS AND PROVIDING OTHER MATTERS RELATING THERETO THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Oversight Board (this "Oversight Board")of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) The Redevelopment Agency of the City of Temecula (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 California Health and Safety Code (the "Law"). (b) Pursuant to section 34172(a) of the California Health and Safety Code (unless otherwise noted, all section references hereinafter being to such Code), 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. (c) Pursuant to section 34179, this Oversight Board has been established for the Successor Agency. (d) The Oversight Board is informed by the Successor Agency that 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 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"), 1 (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'), (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'). (e) 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'). (f) To determine compliance with the Savings Parameters for purposes of the issuance by the Successor Agency of its tax allocation refunding bonds, the Successor Agency has caused its municipal advisor, Fieldman, Rolapp &Associates (the "Municipal Advisor"), 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 tax allocation refunding bonds to refund all or a portion of the Prior Bonds (the "Debt Service Savings Analysis"). (g) The Successor Agency by its resolution adopted on September 5, 2017 (the "Successor Agency Resolution") approved 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 section 34177.5(a)(1). (h) In the Successor Agency Resolution, the Successor Agency also authorized the execution and delivery of (i) an indenture of trust, by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Indenture") (ii) six escrow agreements, each between the Successor Agency and U.S. Bank National Association, as escrow bank, and (iii) the Purchase Agreement (as defined in Section 10) below). 2 (i) In the Successor Agency Resolution, the Successor Agency also requested that this Oversight Board direct the Successor Agency to undertake the refunding proceedings and approve the issuance of the Bonds pursuant to the Successor Agency Resolution and the Indenture, and that this 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. Q) 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. (k) Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of the Successor Agency Resolution and this Resolution to the California Department of Finance, the Successor Agency will, with the assistance of its disclosure counsel, the Municipal Advisor and its fiscal consultant, 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. (1) This Oversight Board has completed its review of the refunding proceedings and the Debt Service Savings Analysis and wishes at this time to give its approval to the foregoing. Section 2. This Oversight Board has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in 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, as evidenced by the Debt Service Savings Analysis on file with the Secretary of the Oversight Board, which Debt Service Savings Analysis is hereby approved. Section 3. As authorized by section 34177.5(f), the Oversight Board hereby directs the Successor Agency to undertake the refunding proceedings and as authorized by section 34177.5(f) and section 34180. This Oversight Board hereby directs and approves the issuance by the Successor Agency of the Bonds pursuant to section 34177.5(a)(1) and under other applicable provisions of the Law and the Refunding Law and as provided in the Successor Agency Resolution and the Indenture in the aggregate principal amount of not to exceed $86,000,000, provided that the principal and interest payable with respect to the Bonds complies in all respects with the requirements of the Savings Parameters, as shall be certified to by the Municipal Advisor upon the issuance of the Bonds or any portion thereof. Section 4. The Oversight Board hereby approves the sale and delivery of the Bonds in whole in order to refund all of the Prior Bonds, provided that there is compliance 3 with the Savings Parameters. However, if such Savings Parameters cannot be met with respect to the whole of the Bonds or the Successor Agency otherwise determines not to issue all of the Bonds at this time, then the Oversight Board approves the sale and delivery of the Bonds from time to time in part. In the event the Bonds are initially sold in part, the Successor Agency is hereby authorized 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 this Oversight Board provided that in each such instance the Bonds so sold and delivered are in compliance with the Savings Parameters. Section 5. As requested by the Successor Agency, the Oversight Board makes 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, including municipal bond insurance and reserve fund surety bond or insurance premiums, as provided in section 34177.5(a), 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 6. This Resolution constitutes approval by the Oversight Board of the Successor Agency Resolution approving the issuance of the Bonds for purposes of Section 34177.5(e). Section 7. Pursuant to section 34177(f) and section 34179(h), this Resolution shall be effective five (5) business days after proper notification hereof is given to the California Department of Finance unless the California Department of Finance requests a review of the actions taken in this Resolution, in which case this Resolution will be effective upon approval by the California Department of Finance. 4 Section 8. The Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017. John Kelliher, Chairperson ATTEST: Randi JoWl Oversight Board Secretary 5 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk/Board Secretary of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. OB SARDA 17-03 was duly and regularly adopted by the Board of Directors of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 13th day of September, 2017, by the following vote: AYES: 4 BOARD MEMBERS: Gonzales, Kelliher, Meyer, Thornhill NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 3 BOARD MEMBERS: Ordway-Peck, Turner, Venable Randi Johl ity Clerk/Board Secretary 6 Debt Service Savin:s Anal sis Successor Agency to the Temecula Redevelopment Agency 2017 Tax Allocation Refunding Bonds Tax-Exempt Current Refunding of 2002,2006A, 2006B, 2007 TABs; Taxable Advanced Refunding of 2010&2011 TABs All Maturities 2017 TABs 'BBB+' Underlying,Surety 11)121 Refunding Bond Amount $76,645,000 Par Refunded $80,210,000 Final Maturity 12/15/2039 Average Coupon of Refunded Bonds 5.90% Average Coupon of Refunding Bonds 4.83% True Interest Cost(effective rate) 4.06% Net Present Value Savings($) $6,110,813 Present Value Savings(%) 7.62% Nominal Savings($) $12,586,856 Average Annual Savings($) $572,130 Taxing Entities Share of Average Annual Savings: Riverside County General Fund 13) $0.00 County Free Library(3) $0.00 Structural Fire(3) $0.00 City of Temecula (Includes City of Temecula Inc. Dispute) $60,639.48 Temecula USD $352,735.37 Mt.San Antonio Junior College $40,655.90 Elsinore Area Elementary School Fund $74,303.73 Riverside County Office of Education $43,141.96 County Flood Control Administration 13) $0.00 County Flood Control Zone 7(3) $0.00 Temecula Public Cemetery(3) $0.00 Temecula Zone B $653.37 Eastern Municipal Water District(3) $0.00 Eastern Municipal Water District 14th Fringe(3) $0.00 Rancho California Water- Debt Service(3) $0.00 Total $572,129.81 (1)Assumes Closing Date of 11/15/2017, Market Conditions as of 8/11/2017 (2) Refunding assumes Surety at 2.5%and Bond Insurance at 90 bps (3)Taxing entities that receive 100%of their share of tax increment revenue through their pass through agreements receive no share of residual revenue. The residual revenue that is allocated is divided among the taxing entities that have not received their full shares of tax increment revenue