ATTACHMENT A
2 RESOLUTION NO. SCLAA 25-013
RESOLUTION OF THE COMMISSION OF THE SOUTHERN
CALIFORNIA LOGISTICS AIRPORT AUTHORITY
APPROVING THE FORM OF THE PRELIMINARY
OFFICIAL STATEMENT FOR THE 2025 BONDS,
APPROVING A CONTINUING DISCLOSURE CERTIFICATE
RELATING TO THE 2025 TAX ALLOCATION REFUNDING
BONDS AND AUTHORIZING CERTAIN OTHER ACTIONS
IN CONNECTION THEREWITH
WHEREAS, the Southern California Logistics Airport Authority (the “ Authority”) has previously approved the issuance of tax allocation refunding bonds (the “2025 Bonds”) by Resolution No. SCLAA-25-002 (the “Resolution”), at its meeting on February 4, 2025; and WHEREAS, the Authority wishes at this time to approve the form of a Preliminary Official Statement for the 2025 Bonds and the form of the Continuing Disclosure Certificate relating to the 2025 Bonds; and
WHEREAS, the Preliminary Official Statement has been reviewed by the Disclosure Committee of the City of Victorville, as constituted pursuant to the Authority’s Debt Management Policy (the “Disclosure Committee”) and other appropriate staff of the Authority as required by the Debt Management Policy; and
WHEREAS, the San Bernardino Countywide Oversight Board has approved of the issuance of the 2025 Bonds by its Resolution No. 2025-13 at its meeting on March 6, 2025; and WHEREAS, initially capitalized terms used in this resolution without definition have the meanings set forth in the Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY, AS FOLLOWS:
Section 1. Recitals. The foregoing recitals are true and correct and the Authority hereby so finds and determines.
Section 2. Approval of the Official Statement. The Preliminary Official Statement relating to the 2025 Bonds (the “Preliminary Official Statement”), in the form presented at this meeting and on file with the Secretary, is hereby approved. Each of the Executive Director and Treasurer, acting alone, is 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 each of the Executive Director and Treasurer, acting alone, is further authorized and direct ed 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 the Authority’s general counsel or Stradling Yocca Carlson & Rauth LLP (“Disclosure Counsel”), and approved by the Authorized Officer executing the same, said execution being conclusive evidence of such approval.
Raymond James & Associates, Inc. (the “Underwriter”) is hereby authorized to distribute the 3 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.
Section 3. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate relating to the 2025 Bonds (the “Continuing Disclosure Certificate”), in the form presented at this meeting and on file with the Secretary, is hereby approved. The Authorized Officers are each hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate in the form presented at this meeting with such changes, insertions and omissions as may be recommended by Disclosure Counsel and approved by the Authorized Officer executing the same , said execution being conclusive evidence of such approval.
Section 4. Miscellaneous. Each of the Authorized Officers and other appropriate officers of the Authority, acting alone, is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts that they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 2025 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Resolution, the 2025 Bonds, the Indenture, the Bond Purchase Agreement, and the Escrow Agreements, each in order to facilitate the issuance of the 2025 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, including, without limitation, to amend any of the legal documents entered in connection with the Prior Bonds in order to effectuate the defeasance and refunding of such Prior Bonds, to execute irrevocable refunding instructions with respect to the Prior Bonds, to secure municipal bond insurance on all or a portion of the 202 5 Bonds and/or a reserve surety to fund all or a portion of any reserve account or fund established for the 2025 Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to request subordination of any amounts required to be paid to an affected taxing entity to any or all of the 2025 Bonds, as the Authorized Officer may require or approve, in consultation with Bond Counsel and the Municipal Advisor, and any such actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved.
Section 5. Effective Date . This resolution shall take effect immediately upon its adoption by the governing board of the Authority, and the Secretary shall certify the vote adopting this resolution.
4 PASSED, APPROVED, AND ADOPTED THIS 7th DAY OF OCTOBER 2025.
CHAIR OF THE COMMISSION FOR THE
SOUTHERN CALIFORNIA LOGISTICS AIRPORT
AUTHORITY
ATTEST:
SECRETARY TO THE COMMISSION
OF THE SOUTHERN CALIFORNIA
LOGISTICS AIRPORT AUTHORITY
APPROVED AS TO FORM:
SCLAA LEGAL COUNSEL
5 STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )
CITY OF VICTORVILLE )
I, ______________, Secretary of the Commission of the Southern California Logistics Airport Authority, DO HEREBY CERTIFY that the foregoing Resolution No. _____ was duly passed and adopted by the Commission of the Southern California Logistics Airport Authority at a regular meeting held on the _____ day of _________, 2025 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN WITNESS WHEREOF, I have hereby set my hand this ____ day of __________, 2025.
SECRETARY OF THE COMMISSION