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HomeMy WebLinkAboutCC RES 95-120 RESCINDED BY RESOLUTION N0. 96-11 RF,50LUTION N0.95-120 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $51,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF TUSTIN LIMITED OBLIGATION IMPROVEMENT BONDS, REASSESSMENT DISTRICT NO. 95-2 (TUSTIN RANCH), APPROVING THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT, A REIMBURSEMENT AGREEMENT, AN ESCROW AGREEMENT, A PURCHASE CONTRACT AND A REMARKETING AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO Reassessment District No. 95-2 (Tustin Ranch) WHEREAS, the City Council (the "City Council") of the City of Tustin (the "City"), by Resolution No. 86-81, adopted on June 16, 1986, resolved its intention to form City of Tustin Assessment District No. 85-1 ("District 85-1") and to issue bonds to represent unpaid assessments therein; WHEREAS, the City Council, by Resolution No. 86-81, adopted on June 16, 1986, confirmed said assessments; WHEREAS, pursuant to Resolution No. 86-102 of the City Council, adopted on August 18, 1986, an Indenture of Trust, dated as of August 1, 1986 (the "85-1 Indenture"), by and between the City and Citibank, N. A., as trustee, and the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the "Bond Law"), the City issued City of Tustin Assessment District No. 85-1 Improvement Bonds (the "85-1 Bonds") in the original principal amount of $50,650,000; WHEREAS, the City Council, by Resolution No. 88-61, adopted on June 13, 1988, resolved its intention to form City of Tustin Assessment District No. 86-2 ("District 86-2") and to issue bonds to represent unpaid assessments therein; WHEREAS, the City Council, by Resolution No. 88-81, adopted on July 18, 1988, confirmed said assessments; WHEREAS, pursuant to Resolution No. 88-97 of the City Council, adopted on September 6, 1988, an Indenture of Trust, dated as of September 1, 1988 (the "86-2 Indenture"), by and between the City and Citibank, N. A., as trustee, and the Bond Law, the City issued City of Tustin Assessment District No. 86-2 Limited Obligation Improvement Bonds (the "86-2 Bonds") in the original principal amount of $81,400,000; WHEREAS, certain savings and efficiencies may be obtained by refunding the $23,969,000 aggregate principal amount of 85-1 Bonds that have not been converted to fixed interest rates pursuant to the 85-1 Indenture and the $41,362,000 aggregate principal amount of 86-2 Bonds that have not been converted to fixed interest rates pursuant to the 86-2 Indenture (said portion of the 85-1 Bonds and said portion of the 86-2 Bonds being collectively referred to as the "Prior Bonds"); WHEREAS, the City Council, by a Resolution entitled "A Resolution of the City Council of the City of Tustin of Intention to Levy Reassessments and to Issue Refunding Bonds Upon Security Thereof ', adopted on November 20, 1995 (the "Resolution of Intention"), has conducted reassessment and refunding proceedings under the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the California Streets and Highways Code for the City's Reassessment District 95-2 (Tustin Ranch) (the "District") to which proceedings reference is hereby made for further particulars; WHEREAS, there is on file with the Treasurer of the City a list of all reassessments within the District which remain unpaid (the "List of Unpaid Reassessments"), to which list reference is made for further particulazs; WHEREAS, the City desires to refund the Prior Bonds; WHEREAS, in order to provide the moneys required to refund the Prior Bonds, the City desires to authorize the issuance of the City of Tustin Limited Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Series A (the "Bonds"), in an aggregate principal amount of not to exceed $51,000,000; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the 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 Fiscal Agent Agreement with State Street Bank and Trust Company of California, N.A., as fiscal agent (such Fiscal Agent Agreement, in the form presented to this meeting, with such changes, insertions and omissions as aze made pursuant to this Resolution, being referred to herein as the "Fiscal Agent Agreement"); WHEREAS, in order to provide a letter of credit to secure the payment of the principal of and interest on the Bonds, the City proposes to enter into a Reimbursement, Credit and Security Agreement with Kredietbank N.V. (such Reimbursement, Credit and Security 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 "Reimbursement Agreement"); WHEREAS, in order to provide for the defeasance and redemption of the Prior Bonds, the City proposes to enter into an Escrow Agreement (95-2) with State Street Bank and Trust Company, N.A., as escrow bank (such Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as aze made pursuant to this Resolution being referred to herein as the "Escrow Agreement"); and WHEREAS, PaineWebber Incorporated (the "Underwriter") has presented the City with a proposal, in the form of a Bond Purchase Agreement to purchase the Bonds from the City (such Purchase Contract, 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, in order to provide for the rmazketing of Bonds tendered pursuant to the terms of the Fiscal Agent Agreement, the City proposes to enter into a Remarketing Agreement with PaineWebber Incorporated (such Remarketing 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 "Remazketing Agreement"); WHEREAS, there have been prepared and submitted to this meeting forms of: 2 (a) the Fiscal Agent Agreement; (b) the Reimbursement Agreement; (c) the Escrow Agreement; (d) the Bond Purchase Agreement; (e) the Remaketing Agreement; (f) the Preliminary Official Statement to be used in connection with the offering and sale of the Bonds (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 (g) the Protocol Agreement between the City and The Irvine Company, which provides for certain rights and obligations of the City and The Irvine Company with respect to the District and the Bonds (such Protocol 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 "Protocol Agreement"); and WHEREAS, the City desires to proceed to issue and sell the 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 Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council the City of Tustin as follows: Section 1. The reassessments now remaining unpaid are as shown on the List of Unpaid Reassessments, which list is hereby approved and incorporated herein by this reference. The total amount of the unpaid reassessments is not to exceed $58,000,000. For a particular description of the lots, pieces and parcels of land bearing the respective reassessment numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the reassessment and to the reassessment diagram, and any amendments thereto approved by the City Council, all as recorded in the office of the Director of Public Works of the City as the Superintendent of Streets of the City, after confirmation thereof by the City Council. Section 2. Subject to the provisions of Section 3 hereof, the issuance of the Bonds, in the aggregate principal amount of not to exceed $51,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Fiscal Agent Agreement, is hereby authorized and approved. The 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, as the same shall be completed as provided in this Resolution. Section 3. The Fiscal Agent 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, or such other member of the City Council as the Mayor may designate, the City Manager of the City and the Director of Finance/Treasurer of the City (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 Fiscal Agent 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 Fiscal Agent Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Bonds in excess of $51,000,000, shall not result in a final maturity date of the Bonds later than September 2, 2013 and shall not result in a true interest cost on the Bonds for the initial interest period or periods in excess of 7.0%. Section 4. The Reimbursement 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 Reimbursement 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 Reimbursement Agreement by such Authorized Officer. Section 5. The Escrow 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 Escrow 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 Escrow Agreement by such Authorized Officer. Section 6. 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 underwriter's discount (not including any original issue discount) from the principal amount of the Bonds in excess of .07% of the aggregate principal amount of the Bonds, plus expenses of not to exceed $40,000, Section 7. The Remarketing 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 Remarketing 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 Remarketing Agreement by such Authorized Officer. Section 8. 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 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 promulgated by the Securities and Exchange Commission. Section 9. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the 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 4 delivery thereof. The Authorized Officers aze, 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 10. The Protocol 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 Protocol 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 Protocol Agreement by such Authorized Officer. Section 11. The Authorized Officers aze, 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 Bonds and the transactions contemplated by the Fiscal Agent Agreement, the Reimbursement Agreement, the Escrow Agreement, the Bond Purchase Agreement, the Remazketing Agreement, the Official Statement, the Protocol Agreement and this Resolution. Section 12. All actions heretofore taken by the officers and employees of the City with respect to the District, the reassessments, the refunding of the Prior Bonds or the issuance and sale of the Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. Section 13. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the City Council of the City of Tustin on November 20, 1995. Potts, Mayor ATTEST: Pamela Stoker, Clerk 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on November 20, 1995, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: COUNCIL MEMBERS: Potts, Worley, Doyle, Saltarelli, Thomas NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeazed on said agenda. I further certify that I have cazefully compazed the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: Nov. 20 , 1995 Pame a Stoke ty Clerk