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HomeMy WebLinkAboutCC RES 10-110RESOLUTION NO. 10-110 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN APPROVING THE ISSUANCE OF BONDS, OR EXECUTION OF A LOAN TRANSACTION, BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY FOR THE BENEFIT OF RED HILL EVANGELICAL LUTHERAN CHURCH OF TUSTIN IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000 FOR THE PURPOSE OF REFINANCING THE ACQUISITION, RENOVATION, IMPROVEMENT AND EQUIPPING OF EDUCATIONAL FACILITIES AND CERTAIN OTHER MATTERS RELATING THERETO The City Council of the City of Tustin finds: A. The California Municipal Finance Authority (the "Authority") is authorized by the laws of the State of California ("Laws") to issue and sell revenue bonds for the purpose, among others, of financing or refinancing the construction of capital projects and for the purpose of promoting economic, cultural and community development; and B. Red Hill Evangelical Lutheran Church of Tustin (the "Borrower"), is a nonprofit religious corporation duly organized and existing under the laws of the State of California (the "State") and has requested that the Authority sell and issue one or more series of its tax-exempt or taxable revenue bonds or enter into a loan transaction (such issuance of bonds or loan transaction of the Authority referred to as the "Loan"), and lend the proceeds thereof to the Borrower under a loan agreement (the "Loan Agreement") pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State (commencing with Section 6500) (the "Act") to (a) refinance certain outstanding indebtedness of the Borrower incurred for the cost of the construction, acquisition, installation, renovation, rehabilitation and improvement of real property, facilities, equipment and improvements of the Borrower's educational facilities (the "School") located on its campus at 13200 Red Hill Avenue, Tustin, California 92780 (Assessor Parcel Nos. 103-472-14, 103-472-11, and 103-472-21, collectively the "Properties"), including but not limited to demolition and replacement of an existing approx. 7,000 square foot, single-story building with the construction of an approx. 24,000 square foot two-story building with full basement (3 complete floors), and extensive upgrade and remodeling of all existing school classrooms, and related ancillary costs (collectively, the "Facilities" or "Project"), such Facilities and Project located within the City; (b) pay capitalized interest on the Loan; (c) fund one or more reserve funds with respect to the Loan; and (d) pay certain costs of issuance of the Loan (collectively, the "Project"); and C. Pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the Loan must be approved by the City because the Facilities are or are to be located within the territorial limits of the City; and Resolution 10-110 Page 1 of 13 D. The City Council is the elected legislative body of the City and is one of the applicable elected representatives required to approve the Loan under Section 147(f) of the Code; and E. The Authority has requested that the City Council approve the Loan in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Agreement; and F. Pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the Loan, and now desires to approve the Loan; and G. It is in the public interest and for the public benefit that the City Council approve the Loan for the aforesaid purposes; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Tustin as follows: Section 1. The City Council hereby approves the Authority's Loan in an aggregate principal amount not to exceed $6,000,000 for the Project, including the refinancing of the Facilities, and the lending of the proceeds of the Loan to the Borrower pursuant to the Loan Agreement; provided that the such approval is expressly conditioned upon the requirement that the Borrower prior to receipt of any Loan proceeds from the Authority first enter into a Supplemental City Regulatory Agreement with the City of Tustin executed in connection with the issuance of the Bonds which include compliance with all City required conditions identified in the Supplemental City Regulatory Agreement attached as Exhibit A incorporated herein. It is the purpose and intent of the City Council that this resolution constitute approval of the Authority's Loan (a) by the "applicable elected representative" of the governmental unit having jurisdiction over the area in which the Facilities are or are to be located in accordance with Section 147(f) of the Code and (b) by the City Council in accordance with Section 4 of the Agreement. Section 2. The Loan shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no obligation whatsoever to pay any principal, interest, fees or any other costs associated with the Authority's Loan for the Facilities of the Borrower in the City. Section 3. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Facilities or any refinancing of the Facilities; (ii) make any contribution or advance any funds whatsoever to the Authority; or (iii) take any further action with respect to the Authority or its membership therein. Section 4. The executing officers, the City Clerk and all other proper officers and officials of the City are hereby authorized and directed to execute such other Resolution 10-110 Page 2 of 13 agreements, documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. Section 5. The Clerk shall forward a certified copy of this Resolution to the Authority in care of its counsel: Harriet M. Welch, Esq. Squire, Sanders & Dempsey LLP. 555 South Flower St., Suite 3100 Los Angeles, CA 90071-2300 Section 6. This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin on the 7t" day of December, 2010. PAM LA STOKER City Clerk Resolution 10-110 Page 3 of 13 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. 10-110 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 7t" day of December, 2010 by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: Amante, Nielsen, Gavello, Gomez, Murray (5) None (0) None (o> (0) PAMELA STOKER, City Clerk Resolution 10-110 Page 4 of 13 RESOLUTION NO. 10-111 EXHIBIT A SUPPLEMENTAL CITY REGULATORY AGREEMENT Resolution 10-110 Page 5 of 13 CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE 6103 AND 27383. Recording requested by and when recorded mail to: Tustin City Clerk and Assistant City Manager The City of Tustin 300 Centennial Way Tustin, CA 92780 (space above for recorder's use) SUPPLEMENTAL REGULATORY AGREEMENT REDHILL EVANGELICAL LUTHERAN CHURCH OF Tustin This Supplemental City Regulatory Agreement ("Supplemental City Regulatory Agreement") is made and entered into as of December , 2010 by and between the City of Tustin, a municipal corporation and public body corporate and politic of the State of California ("City"), and Red Hill Evangelical Lutheran Church of Tustin, anon-profit California corporation ("Borrower"). A. The Tustin City Council at a regular meeting on December 7, 2010 adopted Resolution No. 10-110 approving the issuance of, or execution of a Loan Transaction by the California Municipal Finance Authority (the "Authority") for the purpose of refinancing the acquisition, renovation, improvement and equipping of educational facilities and certain other matters relating thereto (the "Project") through the sell and issuance of one or more series of tax exempt or taxable revenue bonds or the entering into of a loan transaction (such issuance of bonds or loan transaction of the Authority referred to as the "Bonds" or "Loan") by Red Hill Evangelical Lutheran Church of Tustin located on a portion of its campus at 13200 Red Hill Avenue, Tustin, California 92780 and also as identified as Assessor Parcel Numbers 103-472-14, 103-472-11 and 103-472-21 ("the Properties"), as more particularly legally described in Exhibit A, attached hereto and incorporated herein by reference. Page 2 Resolution 10-110 Page 6 of 13 B. Borrower is required to obtain certain City of Tustin approvals as required by the Tustin City Code for the purpose of certain of its acquisition, renovation and improvements anticipated as a result of any Bond proceeds or Loan transaction proceeds to be obtained from the Authority. NOW THEREFORE, in consideration of the City's agreement to support the Approval of the issuance of bonds, or execution of a Loan Transaction by the Authority for the benefit of Red Hill Evangelical Lutheran Church pursuant to City Council Resolution No. 10-111 and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Borrower hereby agree as follows: Section 1. Project Compliance with City Entitlements. Borrower shall comply with the following City conditions for any Project component that requires City of Tustin approvals pursuant to the Tustin City Code: "The Borrower shall abate all on-site code violations and request a compliance inspection for all Properties to be encumbered by the Loan as identified in Tustin City Council Resolution No. 10-110 by January 31, 2011. The borrower shall submit entitlement applications, including General Plan Amendment, Zone Change, Parcel Map and Conditional Use Permit, as may be applicable and as determined necessary by the City of Tustin Community Development Department to address interim and long term on site issues which require review and approval by the Planning Commission and City Council. Applicable applications shall be submitted and shall be determined complete by the City of Tustin by no later than March 1, 2011." Any Agreement to be executed between the Authority and the Borrower shall not supersede, alter, or modify any applicable requirements that the City has placed on the Project as included herein. Section 2. Payment of Administrative Reimbursement and Tax Equivalent Payments. A. To the extent the Project and Properties encumbered by the Loan are fully or partially exempt from property tax levies, the Borrower shall pay an annual administrative reimbursement payment to the City of Tustin in an amount equal to the City's share of property taxes for the Project, if there was any property tax levy exemption or exemptions that were not applicable to the Project or Properties prior to approval by the City of any Authority. The administrative reimbursement payment shall be the amount that would have otherwise been due to the City of Tustin from property taxes assessed against the applicable Properties and shall be calculated at Thirteen Percent (13%) of the One Percent (1 %) Basic Levy Rate and shall commence on the second tax year subsequent to issuance of the Loan for the Project commencing and due on April 30, 2012 and shall remain in effect for the term of the Loan or until such time as the City Council determines in its sole discretion that such administrative reimbursement payment is no longer fair or equitable. Resolution 10-110 Page 3 Page 7 of 13 Each year thereafter on the anniversary of the first administrative reimbursement payment due, Borrower shall pay to the City of Tustin an administrative reimbursement payment equal to the prior year's payment, plus an additional Two Percent (2%). B. The administrative reimbursement payment shall be payable to the City of Tustin, c/o the Office of the City of Tustin Finance Director, at 300 Centennial Way, Tustin, California 92780, or at such other place or places as the City from time to time may designate by written notice to Borrower. C. The administrative reimbursement payment shall be due as specified in this Supplemental City Regulatory Agreement. A ten percent (10%) default penalty shall be added to any late payment, together with interest from the date such payment was due at the rate of eight (8%) per annum until paid. Section 3. Remedies and Priorities. Upon any default by the Borrower, the City may seek specific performance of this Supplemental City Regulatory Agreement or enjoin acts which may be in violation of this Supplemental City Regulatory Agreement or unlawful, provided that no obligation of the Borrower under this Supplemental City Regulatory Agreement shall be secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the City or any other person, and all such obligations shall be subordinate in priority, in right to payment, and in all other respects to the obligations, liens, rights (including, without limitation, the right to payment), and interests arising or created under the Loan for the Project. Section 4. Notices. Notice required to be given under the terms of this Supplemental City Regulatory Agreement or any law applicable thereto must be either personally delivered or placed in a sealed envelope, postage prepaid, addressed to the person on whom it is to be served with return receipt requested, and deposited in the United States mail. Personal service shall be deemed complete upon delivery and service by mail shall be deemed complete upon receipt as reflected by the return receipt. The address to be used for any notice serviced by mail upon the parties shall be as follows, unless the parties are informed otherwise in writing: Page 4 Resolution 10-110 Page 8 of 13 TO BORROWER: Red Hill Evangelical Lutheran Church of Tustin 13200 Red Hill Avenue Tustin, CA 92780 Attention: Joel Kelly TO CITY: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Assistant City Manager (714) 573-3107 Attention: City Clerk Section 6. Counterparts. This Supplemental City Regulatory Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to an original. Section 7. Term. The term of this Supplemental City Regulatory Agreement shall remain in effect as long as any Loan issued by the Authority for the Project or encumbering the Properties remain outstanding, or for the term of any other Agreement between the Authority and the Borrower for the Project or encumbering the Properties, whichever is greater. Section 8. List of Exhibits. A. Legal Description of Properties [N WITNESS WHEREOF, the City and Borrower have executed this Supplemental City Regulatory Agreement by duly authorized representative, all as of the date first written above. Dated: "CITY" CITY OF TUSTIN By: David C. Biggs, City Manager APPROVED AS TO FORM By: Doug Holland, City Attorney Resolution 10-110 Page 9 of 13 Page 5 "BORROWER" RED HILL EVANGELICAL LUTHERAN CHURCH By: Title: ATTACH NOTARY> Page 6 Resolution 10-110 Page 10 of 13 EXHIBIT "A" LEGAL DESCRIPTION SEE ATTACHED EXHIBIT "A" Resolution 10-110 ~P~1 of 13 Locate Na.: CAFNT0972-0972=0051-0725115320 IXHIBTT "A" PARCEL i; THE SOUTHWESTERLY HALF OF THE SOUTHWESTERLY HALF OF THE NORTHWESTERLY HALF OF LOT 3 IN BLOCK 12 OF THE IRVINE'S SUBDMSION, IN THE CITY OF TUSTIN, AS SHOWN ON MAP RECORDED IN BOOK 1, PAGE(S) 88, OF MIS(a;LLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNN, CALIFORNIA. EXCEPTING THEREFROM A STRIP OF LAND 33 FEET WIDE OF THE NpRTHWEST SIDE. APN: 103-472-14 PARCEL 2: THAT PORTION OF THE NORTHEASTERLY HALF OF 7HE NORTHWESTERLY HALF OF THE NORTHWESTERLY HALF OF LO7 3 BLOCK 12 OF THE IRVINE'S 5UBDNISION, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, G1L.IFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 3, DISTANT SOUTH 40°00'00" WEST 280.11 FEET FROM THE MOST NORTHERLY OORNER OF SAID NORTHEASiT=RLY HALF OF THE SOUTHWEST HALF OF THE NORTHWESTERLY HALF OF THE SOUTHWESTERLY HALF, OF THE NORTHWESTERLY HALF OF LOT 3 SAID POINT BEING 7HE Wt'ERSECTION OF SAID NORTHWESTERLY LINE WITH THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE LAND DESCRIBED IN A DEED TO WOODROW C. COOPER, RECORDED DECEMBER 21, 1954 IN BOOK 2901, PAGE 590 OF OFFICIAL RECORDS. THENCE SOUTH 50°00'00" EAST ALONG SAID PROLONGATION AND SAID SOUTHWESTERLY LINE OF SAID LAND OF COOPER, 175.00 FEET TO THE NORTHWESTERLY LINE OF TRACT NO. 3715, AS SHOWN ON A MAP F2ECORbED IN BOOK 130, PAGES 49 AND 50 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. THENCE SOUTH 40°00'00" WEST ALONG SAID NORTHWESTERLY LINE OF TRACT 3715, A DISTANCE OF 50.12 FEET TO THE SOUTHWESTERLY LINE OF SAID NORTHEASTERLY HALF. THENCE NORTH 50°00'00" WEST ALONG SAID SOUTHWESTERLY LINE 175.00 FEET TO SAID NORTHWESTERLY LINE OF LOT 3; THENCE NORTH 40°00`00" EAST ALONG SAID NORTHWESTERLY LINE OF LOT 3, A DISTANCE OF 50.12 FEET TO THE POINT OF BEGINNING. APN: 103-472-11 PARCEL 3; THE NORTHEASTERLY 30,00 FEET OF THE NORTH QUARTER OF LOT 14, BLOCK 12 OF IRVINE'S SUBDIVISION, IN THE CITY OF TUSTIN, AS SHOWN ON A MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS, TN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION LYING WITHIN RED HILL AVENUE ALONG THE LINE BETWEEN LOTS 14 ANb 15 OF SAID BLOCK 12 AS DESCRIBED IN A DEED RECORDED JULY 29, 1974 IN BOOK 11206, PAGE 981 indemnity Agreement Resolution 10-110 Page 12 of 13 Locate No,: CAFNT0972-0972-0051-0725115320 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. ALSO EXCEPT THEREFROM THAT PORTION bEEDED TO THE ORANGE COUNTY FLOOD OONTROI_ DISTRICT, A BODY CARPORATE AND POLITIC, BY DEED RECORDED MARCH 15, 19$9 AS INSTRUMENT NO. $9-134598 OF OFFICIAL RECORDS. APN: 103-472-21 Resolution 10-110 Page 13 of 13 Indemnity Agreement f