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RESOLUTION NO. RDA 98-2
A RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF TUSTIN, CALIFORNIA, AUTHORIZING THE
ISSUANCE AND SALE OF TAX ALLOCATION BONDS IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $21,000,000 TO
REFUND THE AGENCY'S OUTSTANDING TOWN CENTER AREA
REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS,
SERIES 1987, AND THE AGENCY'S TOWN CENTER AREA
REDEVELOPMENT PROJECT SUBORDINATE TAX ALLOCATION
BONDS, SERIES 1991, AND APPROVING RELATED DOCUMENTS AND
ACTIONS
WHEREAS, the Agency is undertaldng the redevelopment of the Town Center Area
Redevelopment Project (the "Redevelopment Project") pursuant to the Cormnunity
Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California
Health and Safeb' Code;
V~ff-~REAS, the Agency has determined at this time, due to prevailing interest rates in the
municipal bond market, to issue not to exceed $21,000,000 aggregate principal amount of its
Tustin Community Redevelopment Agency (Town Center Area Redevelopment Project) Tax
Allocation Refunding Bonds, 1998 Series A (the"Bonds"), under the proxdsions of Articles 10 and
11 of Chapter 3 of Part 1 ofDMsion 2 of Title 5 of the California Government Code, co~ru'nencing
with section 53570 of said Code (the "Bond Law"), the principal of and interest on which will be
payable from the tax increment revenues from the Redevelopment Project, to refund (a) its/own
Center Area Redevelopment Project Tax Allocation Refunding Bonds, Series 1987, issued
pursuant to Resolution No. RDA 87-8, adopted by the. Agency on August 3, 1987, in the
ag~egate principal amount of $8,060,000, of which $5,145,000 remains outstanding (the "1987
Bonds"), and (b) its Town Center Area Redevelopment Project Subordinate Tax .allocation
Bonds, Series 1991, issued purs.uant to Resolution No. RDA 91-12, adopted by the Agency on
July 15, 1991, ia the aggregate principal amount of $13,100,000, of which $12,880,000 remains
outstanding (the "1991 Bonds" and, with the 1987 Bonds, the "Prior Bonds"); and
WHEREAS, the Agency has duly considered such u'ansactions and wishes at this time to
authorize proceedings for the issuance and sale of the Bonds;
THE TUSTIN COMMU~'ITY KEDE\rELOPMEN-I' AGENCY DOES I-]2EREBY
RESOLVE:
Section 1. Issuance of the Bonds; Approval of the Indenture. The Agency hereby
authorizes the issuance of the Bonds in the aggregate principal amount of not to exceed
5;21,000,000, for the purpose of refunding the Prior Bonds. The Bonds shall be issued pursuant
to the Bond Law and pursuant to an Indenture of Trust, dated as of July 1, 1998, by and between
the Agency and U.S. Bank Trust National Association, as trustee (the "Indenture"). The Agency
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hereby approves the Indenture in substantially the form on file with the Secretary, together with
such additions thereto and changes therein as the Chairperson, the Vice Cb.a~rperson, the
Executive Director or the Treasurer shall deem necessary, desirable or appropriate, and the
execution thereof by the Chairperson, the Vice Chairperson, the Executive Director or the
Treasurer shall be conclusive evidence of the approval of any such additions and changes. The
Chairperson, the Vice Chairperson, the Executive Director or the Treasurer is hereby authorized
and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the
seal of the Agency to, the final form of the Indenture for and in the name and on behalf of the
Agency. The Agency hereby authorizes the delivery and performance of the Indenture.
Section 2. Refundinn of the Prior Bonds.
(a) A portion of the proceeds of the Bonds shall be applied to refund the 1987 Bonds in
full pursuant.to an Escrow Deposit and_Trust Agreement, dated as of July 1, 1998, by and
between the Agency and U.S. B~nk Trust National Association, as escrow bank (the "1987 Bonds
Escrow Agreement"). The Agency hereby approves the 1987 Bonds Escrow A~eement in
substantially the form on file v,4th the Secretary, together v,4th such additions thereto and changes
therein as the Chairperson, the Vice Chairpersc, n, the Executive Director or the Treasurer shall
deem necessary, desirable or appropriate, and the execution thereof by the Chairperson, the Vice
Chairperson, the Executive Director or the Treasurer shall be conclusive evidence of the approval
of any such additions and changes. The Chairperson, the ",rice Chairperson, the Executive
Director or the Treasurer is hereby authorized and directed to execute, and the Secreta.,3, is hereby
authorized and directed to attest and affix the seal of the Agency to, the final form of the 1987
Bonds Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby
authorizes the delivery and performance of the 1987 Bonds Escrow Agreement.
(b) A portion of the proceeds of the Bonds shall be applied to refund the 1991 Bonds in
full pursuant to an Escrow Deposit and Trust Agreement, dated as of July 1, 1998, by and
between the Agency and U.S. Bank Trust National Association, as escrow bank (the "1991 Bonds
Escrow A~eement"). The Agency hereby approves the 1991 Bonds Escrow A~eement in
substantially the form on file with the Secretary, together with such additions thereto and changes
therein as the Chairperson, the Vice Chairperson, the Executive Director or the Treasurer shall
deem necessary, desirable or appropriate, and the execution thereof by the Chairperson, the Vice
Chairperson, the Executive Director or the Treasurer shall be conclusive evidence of the approval
of any such additions and changes. The Chairperson, the Vice Chairperson, the Executive
Director or the Treasurer is hereby authorized and directed to execute, and the Secretary is hereby
authorized and directed to attest and affix the seal of the Agency to, the final form of the 1991
Bonds Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby
authorizes the delivery and performance of the 1991 Bonds Escrow Agreement.
(c) The Agency finds and determines that the refunding should be at a negotiated "
ra,ner
than a competitive sale because (i) timing of the sale pro~,4ded more flexibility; (ii) more cost
savings are expected to be realized; (iii) more flexibility in debt structure was available; and (ix,)
Agency able to work with participants familiar with the issue and the issuer.
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1 Section 3. Sale of the Bonds; Desi2nation of Minimum Savin~s. The Agency. hereby
approves the Bond Purchase Agreement, by and between John Nuveen & Co. Inc., as underwriter
2 (the"Unde~.-riter") and the Agency, in substantially the form on file with the Secretary (the"Bond
3 Purchase A~eement"), together with such additions thereto and changes therein as the
Chairperson, the Vice Chairperson, the Executive Director or the Treasurer shall deem necessary,
4 desirable or appropriate, and the execution thereof by the Chairperson, the Vice Chairperson, the
Executive Director or the Treasurer shall be conclusive evidence of the approval of any such
5 additions and changes. The Chairperson, the Vice Chairperson, the Executive Director or the
6 Treasurer is hereby authorized and directed to execute the final form of the Bond Purchase
Agreement for and in the name and on behalf of the Agency. The Agency hereby approves the
7 negotiated sale of the Bonds to the Undenawiter pursuant to the Bond Purchase Agreement so
long as (i) the Underwriter's discount, excluding ori~nal issue discount which does not constitute
compensation to the Undem'riter, with respect to the Bonds does not exceed 0.75%, (ii) the
maturity date of the Bonds does not exceed 12Jl/2016, ('fii) the aggregate principal amount of the
Bonds does not exceed 521,000,000, and (iv) the true interest cost with respect to the Bonds does
not exceed 6.25%.
In addition to the foregoing provisions of this Section 3, the Bonds shall not be sold, and
neither the Chairperson, the Vice Chairperson, the Executive Director nor the Treasurer shall
execute the Bond Purchase A~eement, unless the net present value savings to the Agency is at
least equal to 3% of the refunded principal amount of the Prior Bonds.
Section 4. Apvroval of Preliminary Official Statement. The Agency hereby approves the
form of Preliminary Official Statement, on file w'ith the Secretary, Mth such changes therein as
may be approved by the Chairperson, the Vice Chairperson, the Executive Director or the
Treasurer. Distribution of such Preliminary Official Statement by the Underwriter to prospective
purchasers of the Bonds is hereby approved. The Chairperson, the Vice Chairperson, the
Executive Dkector or the Treasurer is hereby authorized to certify that the Preliminary Official
Statement is deemed final within the meaning of Rule 15c2-12 of the Securities Exchange Act of
1934 except for permitted omissions, a preliminary form of Official Statement describing the
Bonds in the form on file with the Secretary.
Section 5. Official Statement. The Chairperson, the Vice Chairperson, the Executive
Director or the Treasurer is hereby authorized to execute the final form of the Official Statement,
including as it may be modified by such additions thereto and changes therein as the Chairperson,
the Vice Chairperson, the Executive Director or the Treasurer shall deem necessary, desirable or
appropriate, and the execution of the final Official Statement by the Chairperson, the Vice
Chairperson, the Executive Director or the Treasurer shall be conclusive evidence of the approval
of any such additions and changes. The Agency hereby authorizes the distribution of the final
Official Statement by the Under~witer. The final Official Statement shall be executed in the name
and on behalf of the Agency by the Chairperson, the Vice Chairperson, the Executive Director or
the Treasurer.
Section 6. Aovroval of Continuin~ Disclosure Certificate. The Agency hereby approves
the form of the Continuing Disclosure Certificate of the Agency (the "Continuing Disclosure
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Agreement") in substantially the ~o~,'-m on file with the Secreta.ry, together with such additions
thereto and changes therein as the Chairperson, Vice Chairperson, Executive Director or the
Treasurer shall deem necessary, desirable or appropriate, and the execution thereof by the
Chairperson, the Vice' Chairperson the Executive Director or the Treasurer shall be conclusive
evidence of the approval of any such additions and changes.
Section 7. Engat~ement of Professional Services. The firm of Public Financial
Management, Inc., is hereby retained as financial ad'~4sor to the Agency in connection with the
issuance and sale of the Bonds. Such firm shall be retained upon the terms and conditions set forth
in its proposal which is on file with the Secretary. The Chairperson, the Vice Chairperson, the
Executive Director or the Treasurer is hereby authorized and directed to execute an agreement
for financial advisory serx4ces with such firm.
Section 8. Official Actions. The Chairperson, the Vice Chairperson, the Executive
Director, the Treasurer and the Secretary of the Agency, and any and all other officers of the
Agency, are hereby authorized and directed, for and in the name and on behalf of the Agency, to
do any and all things and take any and all actions, including execution and delivery of any and all
assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance,
warrants and other documents w?,ich the3,, or any of them, may deem necessary or a&4sable in
order to consummate the' lawful issuance arid sale of the Bonds as described herein. V?henever
in this resolution any officer of the Agency is authorized to execute or countersign an5' document
or take an), action, such execution, countersi~m~ing or action may be taken on behalf of such officer
by any person designated by such officer to act on his or her behalf in the case such officer shall
be absent or unavailable.
Section 9. Effective Date. Tiffs Resolution shall take effect from and after the date of its
passage and adoption.
PASSED .&ND ADOPTED by the Tusfin Community Redevelopment Agency at a regular
meeting held on the 15th day of June, 1998.
THOM. AS R. SA~~LLI, CHAIP,.PERSON
P.&MELA STOKER,
RECORDLNG SECRETARY
TUAGYP, ES.I A'LR.'25g
City of Tustin
REDEVELOPMENT AGENCY RESOLUTION CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF TUSTIN )
SS
RESOLUTION NO. RDA 98-2
Pamela Stoker, Recording Secretary of the Community Redevelopment Agency of the City of
Tustin, California, does hereby certify that the whole number of the members of the
Community Redevelopment Agency is five; that the above and foregoing resolution was passed
and adopted at a regular meeting of the Tustin Community Redevelopment Agency held on
the 15th day of June, 1998, by the following vote:
AGENCY MEMBER AYES:
AGENCY MEMBER NOES:
AGENCY MEMBER ABSTAINED:
AGENCY MEMBER ABSENT:
Saltarelli, Worley, Doyle, Potts, Thomas
None
None
None
Pamela Stoker, City Clerk