HomeMy WebLinkAboutCC RES 01-097! RESOLUTION NO. 01-97
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN,
CALIFORNIA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$2,245,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF TUSTIN
LIMITED OBLIGATION IMPROVEMENT BONDS REASSESSMENT
DISTRICT NO. 95-2 (TUSTIN RANCH), FIXED RATE BONDS,
GROUP FOUR, APPROVING THE EXECUTION AND DELIVERY OF
A FIFTH SUPPLEMENTAL FISCAL AGENT AGREEMENT, A BOND
PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE
AGREEMENT (SERIES E), AND THE PREPARATION OF AN
OFFICIAL STATEMENT AND OTHER MATTERS RELATED
THERETO
WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of February 1, 1996 (the
"Original Agreement"), by and between the City and the Fiscal Agent, the City issued its Limited
Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Series A (the
"Series A Bonds")in the aggregate principal amount of $41,500,000;
WHEREAS, the Original Agreement was amended and supplemented pursuant to a First
Supplemental Fiscal Agent Agreement, dated as of September 1, 1996, by and between the City
and the Fiscal Agent, a Second Supplemental Fiscal Agent Agreement, dated as of'
November 1, 1997, by and between the City and the Fiscal Agent, a Third Supplemental Fiscal
Agent Agreement, dated as of November 1, 1998, by and between the City and the Fiscal Agent
and a Fourth SupPlemental Fiscal Agent Agreement, dated as of November 1, 1999, by and
between the City and the Fiscal Agent (as so amended and supplemented, the "Fourth
Amended Original Agreement") (all capitalized terms used in these recitals shall have the
meanings ascribed thereto in the "Fourth Amended Original Agreement");
WHEREAS, the Series A Bonds were originally issued as Adjustable Rate Bonds;
WHEREAS, in accordance with the provisions of the Fourth Amended Original
Agreement, all or a portion of the Series A Bonds may, and in certain circumstances are
required to be, converted to Fixed Rate Bonds;
WHEREAS, $1,946,088.64 aggregate principal amount of Series A Bonds are now being
converted to Fixed Rate Bonds (the "Group Four Fixed Rate Bonds");
WHEREAS,. the Fourth Amended Original Agreement provides that the Fourth Amended
Original Agreement and the rights and obligations of the City, the Fiscal Agent and the Owners
of Fixed Rate Bonds, but only as such rights and. obligations relate solely to such Fixed Rate
Bonds, may be modified or amended, as of the Conversion Date for such Fixed Rate Bonds, by
a Supplemental Agreement which the City and the Fiscal Agent may enter into without the
consent of any Bond Owners, but only if such Fixed Rate Bonds have been remarketed by the
Remarketing Agent with such modified or amended rights and obligations;
WHEREAS, the City desires to amend and modify the Fourth Amended Original
Agreement with respect to certain of the rights and obligations relating solely to Group Four
Bonds as of Conversion Date for the Group Four Fixed Rate Bonds;
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WHEREAS, the Fourth Amended Original Agreement provides that, in connection with
the conversion of each group of Series A Bonds to Fixed Rate Bonds pursuant to the Fourth
Amended Original Agreement, the City may, subject to the requirements of the Act, by
Supplemental Agreement establish one or more Series of Bonds, and the City may issue and
the Fiscal Agent may authenticate and deliver Bonds of any Series so established, in such
principal amount as shall be determined by the City in said Supplemental Agreement, but only
upon compliance by the City with the provisions of the Fourth Amended Original Agreement;
WHEREAS, in connection with the conversion of the Group Four Fixed Rate Bonds, the
City desires to establish an additional Series of Bonds (the "Series Four Bonds", together with
the Group Four Fixed Rate Bonds, the "Group Four Bonds") for one or more of the purposes
specified in the Fourth Amended Original Agreement; and
WHEREAS, the Bonds of such additional Series (the "Series' Four Bonds") are to be
issued in an aggregate principal amount of not to exceed $298,911.36;
WHEREAS, in order to provide for the authentication and delivery of the Group Four
Fixed Rate Bonds and the Series Four Bonds (collectively, the "Group Four Bonds"), to establish
and declare the terms and conditions upon which the Group Four Bonds are to be issued and
secured and to secure the payment of the principal thereof, premium, if any, and interest
thereon, the City proposes to enter into a Fifth Supplemental Fiscal Agent Agreement with the
Fiscal Agent (such Fifth Supplemental Fiscal Agent 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 "Fifth Supplemental Agreement");
WHEREAS, the Tustin Public Financing Authority (the "Authority") intends to issue its
Revenue Bonds (Tustin Ranch), Series E (the "Authority Bonds"), and use a portion of the
proceeds of the sale thereof to purchase the Group Four Bonds from the City:
WHEREAS, the Authority has presented the City with a proposal, in the form. of a Bond
Purchase Agreement, to purchase the Group Four Bonds (such Bond 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 "Bond Purchase Agreement");
WHEREAS, UBS PaineWebber Incorporated, as underwriter (the "Underwriter"), has
submitted to the Authority a proposal to purchase the Authority Bonds;
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
("Rule .15c2-12") requires that, in order to be able to purchase or sell the Authority Bonds, the
Underwriter must have reasonably determined that an obligated person has undertaken in a
written agreement or contract for the benefit of the holders of the Authority Bonds to provide
disclosure of certain financial information and certain material events on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter
into a Continuing Disclosure Agreement (Series E) with state Street Bank and Trust Company
of California, N.A., as Trustee for the Authority Bonds (such Continuing Disclosure Agreement
(Series E) 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 "Continuing Disclosure
Agreement");
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WHEREAS, there have been prepared and submitted to this meeting forms of:
(a)
the Fifth Supplemental Agreement;
(b)
the Bond Purchase Agreement;
(c)
the Continuing Disclosure Agreement; and
(d) the Preliminary Official Statement to be used in connection with the offering and
sale of the Authority. Bonds, which contains certain information about the City, the Fourth
Amended Original Agreement, the Fifth Supplemental Agreement, the Group Four Bonds, the
City's Reassessment District No. 95-1, the City's Reassessment District No. 95-2 and the
proceedings relating thereto (such Preliminary Official Statement 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 "Preliminary Official Statement"); and
WHEREAS, the City desires to proceed to issue and sell the Group Four Bonds and to
authorize the execution of such documents and the performance of such acts as may be
necessary or desirable to effect the offering, sale and issuance of the Group Four Bonds;
follows:
NOW, THEREFORE, BE IT RESOLVED by the CitY Council of the City of Tustin as
Section 1. Subject to the provisions of Section 2 hereof, the conversion and issuance of
the Group Four Fixed Rate Bonds, in the aggregate principal amount of not to exceed
$1,946,088.64, and the issuance of the Series Four Bonds, in the aggregate principal amount of
not to exceed $298,911.36 on the terms and' conditions set forth in, and subject to the limitations
specified in, the Fourth Amended Original 'Agreement, as amended and supplemented by the
Fifth Supplemental Agreement (as so amended and supplemented, the "Fiscal Agent
Agreement"), are hereby authorized and approved. The Group Four Bonds shall be dated, shall
bear interest at the rates, shall mature on the dates, shall be issued in the form, and shall be as
otherwise provided in the Fiscal Agent Agreement.
Section 2. The Fifth Supplemental Agreement, in substantially the form submitted to
this meeting and made a part hereof as though set forth herein, be and the same is hereby
approved. The Mayor of the City, the Mayor Pro Tem of the City, or such other member of the
City Council as the Mayor may designate, the City Manager of the City and the Director of
Finance of the City, or such other officer of the City as the City Manager or the Director of
Finance may designate (the "Authorized Officers") are, and each of them is, hereby authorized
and directed, for and in the name of the City, to execute and deliver the Fifth Supplemental
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 Fifth Supplemental Agreement by
such Authorized Officer; provided, however, that such changes, insertions and omissions shall
not authorize an aggregate principal amount of Group Four Bonds in excess of $2,245,000, shall
not result in a final maturity date of the Group Four Bonds later than September 2, 2013 and
shall not result in a true interest cost on the Group Four Bonds in excess of 8.17%.
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Section 3. The Bond Purchase Agreement, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, be and the same is hereby
approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the City, to execute and deliver the Bond Purchase Agreement in the form
presented 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 Bond Purchase Agreement by such Authorized
Officer; provided, however, that such changes, insertions and omissions shall not result in an
aggregate purchaser's discount (not including any original issue discount) from the principal
amount of the Group Four Bonds in excess of 1.5% of the aggregate principal amount of the
Group Four Bonds.
Section 4. The Continuing Disclosure Agreement, in substantially the form submitted to
this meeting and' made a part hereof as though set forth in full herein, be and the same is
hereby approved..The Authorized Officers are, and each of them is, hereby authorized and
directed, for and in the name of the City, to execute and deliver the Continuing Disclosure
Agreement in the form presented 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 Continuing Disclosure Agreement
by' such Authorized Officer.
Section 5. The Preliminary Official Statement, in substantially the form presented to this
meeting and made a part hereof as though set forth in full herein, with such changes therein as
may be approved by an Authorized Officer, be and the same is hereby approved, and the use of
the Preliminary Official Statement in connection with the offering and sale of the Authority Bonds
is hereby authorized and approved. The Authorized Officers are, and each of them is, hereby
authorized and directed, for and in the name of the City, to certify to the Underwriter that the
Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12.
Section 6. The preparation and delivery of a final Official Statement (the "Official
Statement"), and its use in connection with the offering and sale of the Authority Bonds, be and
the same is hereby authorized and approved. The Official Statement shall be in substantially
the form of the Preliminary Official Statement with such changes, insertions and omissions as
may be approved by an Authorized Officer, such approval to be conclusively evidenced by the
execution and delivery thereof. The Authorized Officers are, and each of them is,. hereby
authorized and directed to execute the final Official Statement, and any amendment or
supplement thereto, for and in the name of the City.
Section 7. The Authorized Officers are hereby authorized and directed to investigate, or
cause to be investigated, the availability and economic viability of bond insurance for the Group
Four Bonds and/or the Authority Bonds and, if such insurance is determined to be cost effective,
to select a bond insurer and to negotiate the terms of such bond insurance.
Section 8. The Authorized Officers are, and each of them hereby is, authorized and
directed to execute and deliver any and all documents and instruments and to do and' cause to
be done any and all acts and things necessary or proper for carrying out the issuance of the
Group Four Bonds and the transactions contemplated by the Fiscal Agent Agreement, the Bond
Purchase Agreement, the Conti.nuing Disclosure Agreement, the Official Statement and this
Resolution.
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Section 9. All actibns heretofore taken by the officers and employees of the City with
respect to the issuance and sale of the Group Four Bonds, or in connection with or related to
any of the agreements or documents referenced herein, are hereby approved, confirmed and'
ratified.
Section 10.
This Resolution shall take effect immediately upon its adoption.
APPROVED and ADOPTED by the City Council of the City of Tustin on
October 15, 2001.
Mayor
ATTEST:
Pamela Stoker
City Clerk
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City of Tustin
RESOLUTION CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
RESOLUTION NO. 01-97
I, PAMELA STOKER, City Clerk and ex-officio Clerk of the City Council of the City of Tustin,
California, hereby certifies that the whole number of t. he members of the City Council of the
City of Tustin is five; and that the above and foregoing Resolution No. 01-97 was adopted
at a' regular meeting of the City Council held' on the 15th day of October 2001, by the
following vote:
COUNCILMEMBER AYES: Worley, Thomas, Bone, Kawashima
COUNCILMEMBER NOES: None
COUNCILMEMBER ABSTAINED: None
COUNCILMEMBER ABSENT: Doyle
Pamela Stoker, City Clerk