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HomeMy WebLinkAboutCC RES 10-103RESOLUTION NO. 10-103 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $2,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 06-1 (TUSTIN LEGACY/COLUMBUS VILLAGES) SPECIAL TAX BONDS, SERIES 2010, APPROVING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL INDENTURE, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO The City Council of the City of Tustin does hereby resolve as follows: WHEREAS, the City Council (the "City Council") of the City of Tustin (the "City") has formed the City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) (the "Community Facilities District") under the provisions of the Mello-Roos Community Facilities Act of 1982 (the "Act"); E' `""' WHEREAS, the Community Facilities District is authorized under the Act to levy special taxes (the "Special Taxes") to pay for the costs of certain public facilities (the "Facilities") and to authorize the issuance of bonds payable from the Special Taxes; WHEREAS, in order to provide funds to finance certain of the Facilities, the Community Facilities District previously issued its City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2007 A (the "Series 2007 Bonds"), in the aggregate principal amount of $53,570,000; WHEREAS, the Series 2007 Bonds were issued pursuant to the Indenture, dated as of September 1, 2007 (the "Original Indenture"), by and between the Community Facilities District and Union Bank of California, N.A. (now known as Union Bank, N.A.), as trustee (the "Trustee") (capitalized undefined terms used herein have the meanings ascribed thereto in the Original Indenture); WHEREAS, the Original Indenture provides that the Community Facilities District may at any time issue one or more Series of Additional Bonds (in addition to the Series 2007 Bonds) payable from Net Special Tax Revenues as provided therein on a parity with all other Bonds theretofore issued thereunder, but only subject to the conditions set forth therein; WHEREAS, in order to provide funds to finance certain of the Facilities, the Community Facilities District desires to issue a Series of Additional Bonds, to be designated the City of Tustin Community Facilities District No. 06-1 (Tustin Resolution 10-103 Page 1 of 6 Legacy/Columbus Villages) Special Tax Bonds, Series 2010 (the "Series 2010 Bonds"), in the aggregate principal amount of not to exceed $2,000,000; i WHEREAS, the Original Indenture provides that the Original Indenture and the rights and obligations of the Community Facilities District, the Trustee and the Owners of the Bonds may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Community Facilities District and the Trustee may enter into without the consent of any Bond Owners for the purpose of providing for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of the Original Indenture; WHEREAS, in order to provide for the authentication and delivery of the Series 2010 Bonds, to establish and declare the terms and conditions upon which the Series 2010 Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Community Facilities District proposes to enter into a First Supplemental Indenture with the Trustee (such Indenture, 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 "Indenture"); WHEREAS, Stone & Youngberg LLC (the "Underwriter") has presented the Community Facilities District with a proposal, in the form of a Bond Purchase Agreement, to purchase the Series 2010 Bonds from the Community Facilities District (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 "Purchase Agreement"); 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 Series 2010 Bonds, the underwriter of the Series 2010 Bonds must have reasonably determined that the Community Facilities District or an obligated person has undertaken in a written agreement or contract for the benefit of the holders of the Series 2010 Bonds to provide disclosure of certain financial and operating data and certain material events on an ongoing basis; WHEREAS, in order to assist in providing for the satisfaction of such requirement, the Community Facilities District desires to enter into a Continuing Disclosure Agreement with the Trustee (such Continuing Disclosure 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 "Continuing Disclosure Agreement"); WHEREAS, a Preliminary Official Statement to be used in connection with the offering and sale of the Series 2010 Bonds has been prepared (such Preliminary Official ~ Statement in the form presented to this meeting, with such changes, insertions and Resolution 10-103 Page 2 of 6 omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); WHEREAS, Harris Realty Appraisal has prepared and provided to the Community Facilities District an appraisal of the property in the Community Facilities District (the "Appraisal"), which has been submitted to this meeting; WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the First Supplemental Indenture; (b) the Purchase Agreement; (c) the Continuing Disclosure Agreement; and (d) the Preliminary Official Statement; WHEREAS, the City Council is the legislative body of the Community Facilities District; and WHEREAS, the City Council desires to authorize the issuance of the Series 2010 Bonds and the execution and delivery of such documents and the performance of such acts by or on behalf of the Community Facilities District as may be necessary or desirable to effect the issuance of the Series 2010 Bonds; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Series 2010 Bonds, in an aggregate principal amount of not to exceed $2,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the First Supplemental Indenture, is hereby authorized and approved. The Series 2010 Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the First Supplemental Indenture, as the same shall be completed as provided in this Resolution. Section 2. The First Supplemental Indenture, 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. Each of the Mayor of the City, and such other members of the City Council as the Mayor may designate, the City Manager of the City, the Assistant City Manager of the City and the Finance Director of the City, and such other officers of the City as the City Manager may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the First Supplemental Indenture 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 First Supplemental Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Resolution 10-103 Page 3 of 6 Series 2010 Bonds in excess of $2,000,000, shall not result in a final maturity date of the Series 2010 Bonds later than September 1, 2040 and shall not result in a true interest cost for the Series 2010 Bonds in excess of 7.0%. Section 3. The 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. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the 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 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 Series 2010 Bonds in excess of 4% of the aggregate principal amount of the Series 2010 Bonds. The City Council hereby finds and determines that the sale of the Series 2010 Bonds at negotiated sale as contemplated by the Purchase Agreement will result in a lower overall cost. 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. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the l Community Facilities District, 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 Series 2010 Bonds is hereby authorized and approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, 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 Series 2010 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. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is Resolution 10-103 Page 4 of 6 hereby directed, for and in the name of the Community Facilities District, to execute the final Official Statement and any amendment or supplement thereto. Section 7. Based upon the property values within the Community Facilities District reported in the Appraisal and the value-to-lien information set forth in the Preliminary Official Statement, the City Council, for purposes of Section 53345.8 of the Act, hereby finds and determines that the value of the real property that would be subject to the Special Tax to pay debt service on the Series 2010 Bonds will be at least three times the principal amount of the Series 2010 Bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the Community Facilities District or a special assessment levied on property within the Community Facilities District. Section 8. The officers and employees of the City are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to do any and all things and to execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 9. All actions heretofore taken by the officers and employees of the City with respect to the issuance of the Series 2010 Bonds, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. Section 10. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin held on the 19th day of October 2010. ATTEST: ELA OK City Clerk Resolution 10-103 Page 5 of 6 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council of the City of Tustin is five; that the above and foregoing Resolution No. 10-103 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 19th day of October 2010, by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: Amante, Nielsen, Davert, Palmer (4) None (0) None Gavello (o) (1) STO City Clerk Resolution 10-103 Page 6 of 6