HomeMy WebLinkAboutCC RES 13-401
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RESOLUTION NO. 13 -40
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA,
AUTHORIZING THE ISSUANCE OF COMMUNITY FACILITIES DISTRICT NO. 04 -1
(TUSTIN LEGACY /JOHN LAING HOMES) 2013 SPECIAL TAX REFUNDING BONDS,
AND APPROVING RELATED DOCUMENTS AND ACTIONS
The City Council of the City of Tustin does hereby resolve as follows:
WHEREAS, this City Council has conducted proceedings under and pursuant to the Mello -Roos
Community Facilities Act of 1982, as amended (the "Act "), to form the City of Tustin Community Facilities
District No. 04 -1 (Tustin Legacy /John Laing Homes) (the "District), to authorize the levy of special taxes
upon the land within the District, and to issue bonds secured by said special taxes to finance public
improvements authorized to be funded by the District; and
WHEREAS, on December 15, 2004, the District issued its City of Tustin Community Facilities District No.
04 -1 (Tustin Legacy /John Laing Homes) Special Tax Bonds, Series 2004 (the "Prior Bonds "), pursuant to
an Indenture, dated as of December 1, 2004, between the District and U.S. Bank National Association, as
trustee (the "Trustee'); and
WHEREAS, due to favorable interest rates in the financial markets, the City Council has determined that it
is in the best interests of the City, the District and the homeowners in the District paying special taxes that
the Prior Bonds be refunded; and
WHEREAS, there has been submitted to this City Council a fiscal agent agreement (the "Fiscal Agent
Agreement ") providing for the issuance of special tax refunding bonds of the City for and on behalf of the
District (the "Bonds ") under the authority provided in the Act, and this City Council, with the aid of City
Staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to
approve the Fiscal Agent Agreement and the issuance of the Bonds; and
WHEREAS, there has been presented to this City Council an escrow agreement (the "Escrow
Agreement ") providing for the creation of an escrow fund which will be used to defease and refund the
Prior Bonds, and this City Council now desires to approve the Escrow Agreement in connection with the
refunding of the Prior Bonds; and
WHEREAS, the City proposes to sell the Bonds to Stifel, Nicolaus & Company, Incorporated (the
"Underwriter ") pursuant to the terms of a bond purchase agreement (the "Bond Purchase Agreement ") by
and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the
investing public by means of a preliminary official statement (the "Preliminary Official Statement "); and
WHEREAS, it appears that each of said documents and instruments which are now before the City
Council at this meeting is in appropriate form and is an appropriate document or instrument to be
executed and delivered for the purpose intended; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been
performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the
documents referred to herein exist, have happened and have been performed in due time, form and
manner as required by the laws of the State of California, including the Act.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED as follows:
SECTION 1. Issuance of Bonds; Approval of Fiscal Agent Agreement and Escrow Agreement. Pursuant
to the Act, this Resolution and the Fiscal Agent Agreement, special tax refunding bonds of the City for the
District designated as "City of Tustin Community Facilities District No. 04 -1 (Tustin Legacy /John Laing
Resolution No. 13-40
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Homes) 2013 Special Tax Refunding Bonds" in an aggregate principal amount not to exceed $11,000,000
are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise
as provided in the Fiscal Agent Agreement.
In furtherance of the issuance of the Bonds, the City Council hereby makes the following findings and
determinations: (a) it is prudent in the management of the fiscal affairs of the City and the District to issue
the Bonds for the purpose of refunding the Prior Bonds, (ii) the total net interest cost to maturity on the
Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity on the
Prior Bonds to be refunded plus the principal amount of the Prior Bonds to be refunded, and (iii) the
Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed value of the land in
the District is more than three times the principal amount of the Bonds.
The City Council hereby approves the Fiscal Agent Agreement in the form on file with the City Clerk. The
City Manager is hereby authorized to execute the Fiscal Agent Agreement, for and in the name and on
behalf of the City and the District, in such form, together with any additions thereto or changes therein
deemed necessary or advisable by the Finance Director upon consultation with Bond Counsel. The
proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the
Fiscal Agent Agreement. The City Council hereby authorizes the delivery and performance by the City of
the Fiscal Agent Agreement. For purposes of Section 53363.2 of the Act, (i) it is expected that the
purchase of the Bonds will occur on or after June 4, 2013, (ii) the date, denomination, maturity dates,
places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the
minimum rate of interest to be paid on the Bonds shall be one -half percent (0.5 %) with the actual rate or
rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Prior
Bonds shall be as set forth in the indenture for the Prior Bonds; and (v) the designated costs of issuing
the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the
Fiscal Agent Agreement, in the Official Statement for the Bonds and the closing certificates for the Bonds,
including Bond Counsel and Disclosure Counsel fees and expenses, financial advisor fees, Underwriter's
discount, printing costs for the Official Statement, initial fiscal agent fees, and costs of City staff incurred
in connection with the sale and issuance of the Bonds.
The City Council hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in
accordance with the provisions of the indenture pursuant to which such Prior Bonds were issued and the
Escrow Agreement between the City and U.S. Bank National Association, as Escrow Bank. The City
Council hereby approves the Escrow Agreement in the form on file with the City Clerk. The City Council
hereby authorizes the City Manager to execute and deliver the Escrow Agreement for and in the name
and on behalf of the City, in such form, together with any changes therein or additions thereto deemed
advisable by the Finance Director upon consultation with Bond Counsel. The City Council hereby
authorizes the delivery and performance by the City of the Escrow Agreement.
SECTION 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Fiscal Agent
for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by
executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver
the Bonds, when duly executed and authenticated, to the Underwriter or its order in accordance with
written instructions executed on behalf of the City by the City Manager, which instructions such officer is
hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to
the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter or its
order in accordance with the Bond Purchase Agreement, upon payment of the purchase price therefor.
SECTION 3. Sale of the Bonds. This City Council hereby approves the sale of the Bonds to the
Underwriter. The Bond Purchase Agreement, in the form on file with the City Clerk, is hereby approved
and the City Manager is hereby authorized and directed to execute the Bond Purchase Agreement in said
form, with such changes, insertions and omissions as may be approved by the Finance Director, provided
that the aggregate principal amount of the Bonds does not exceed the amount set forth in Section 1 of
this Resolution, the net interest cost of the Bonds is not in excess of 5.25 %, and the Underwriter's
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discount (without regard to any original issue discount) is not in excess of 1.00% of the principal amount
of the Bonds.
The City Council hereby finds and determines that (i) the issuance of the Bonds should proceed for the
public policy reason that, as a result of such issuance, the annual special taxes to be levied in the District
will be lower than if the refunding contemplated with the proceeds of the Bonds did not occur, and (ii) the
sale of the Bonds by negotiated sale to the Underwriter as contemplated by the Bond Purchase
Agreement will result in a lower overall cost.
SECTION 4. Official Statement. This City Council hereby approves the preliminary official statement for
the Bonds (the "Preliminary Official Statement ") in the form on file with the City Clerk, together with any
changes therein or additions thereto deemed advisable by the Finance Director. The City Council
authorizes and directs the City Manager, on behalf of the City and the District, to deem "final" pursuant to
Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") the Preliminary Official Statement
prior to its distribution by the Underwriter to prospective purchasers of the Bonds.
The Underwriter, on behalf of the City and the District, is authorized and directed to cause the Preliminary
Official Statement to be distributed to such municipal bond broker - dealers, to such banking institutions
and to such other persons as may be interested in purchasing the Bonds.
The Finance Director is hereby authorized and directed to assist the Disclosure Counsel in causing the
Preliminary Official Statement to be brought into the form of final official statement (the "Final Official
Statement "), and the City Manager is hereby authorized to execute the Final Official Statement and a
statement that the facts contained in the Final Official Statement, and any supplement or amendment
thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the
time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did
not, on the date of sale of the Bonds, and do not, as of the date of delivery of the Bonds contain any
untrue statement of material fact with respect to the City or the District or omit to state material facts with
respect to the City or the District required to be stated where necessary to make any statement made
therein not misleading in the light of the circumstances under which it was made. The execution and
delivery by the City Manager of the Final Official Statement, which shall include such changes and
additions thereto deemed advisable by the Finance Director and such information permitted to be
excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the
approval of the Final Official Statement by the City.
The Final Official Statement, when prepared, is approved for distribution in connection with the offering
and sale of the Bonds.
SECTION 5. Continuing Disclosure Agreement. The Continuing Disclosure Agreement, in the form on
file with the City Clerk, is hereby approved. The City Manager is hereby authorized to execute and
deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein
as are deemed necessary, desirable or appropriate by the Finance Director, the approval of such
changes to be conclusively evidenced by the execution and delivery by the City Manager of the
Continuing Disclosure Agreement.
SECTION 6. Foreclosure Covenant. The City hereby covenants, for the benefit of the Bondowners, to
commence and diligently pursue to completion any foreclosure action regarding delinquent installments of
any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure
action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.
SECTION 7. Official Actions. All actions heretofore taken by the officers and agents of the City with
respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the
proper officers of the City are hereby authorized and directed to do any and all things and take any and all
actions and execute any and all certificates, agreements and other documents, which they, or any of
them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the
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Bonds and the refunding of the Prior Bonds in accordance with this Resolution, and any certificate,
agreement, and other document described in the documents herein approved. In furtherance of the
foregoing, the Finance Director is hereby authorized to obtain municipal bond insurance for the Bonds,
and to approve changes to the documents approved by this Resolution as required in connection
therewith if the Finance Director, with the assistance of the City's Financial Advisor for the Bonds,
determines that the provision of such insurance is economic in the circumstances.
Whenever in this Resolution any officer of the City is authorized to execute or countersign any document
or take any action, such execution, countersigning 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 8. Effective Date. This Resolution shall take effect upon its adoption.
PASSED AND ADOPTED at a regular meeting of the Tustin City Council held on the 21M day of May,
2013.
ATTEST:
C a
JEFF EYIC. PARKER
City ler
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF TUSTIN )
A. 'AY
Mayor
I, Jeffrey C. Parker, 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; and
that the above and foregoing Resolution No. 13-40 was duly passed and adopted at a regular meeting of
the Tustin City Council, held on the 215 day of May, 2013 by the following vote:
COUNCILMEMBER AYES: Murray, Puckett, Nielsen, Gomez, Bernstein (5)
COUNCILMEMBER NOES: None (0)
COUNCILMEMBER ABSTAINED None (0)
COUNCIL EMBER ABSENT: None (0)
Jeffre
City
e
er
Resolution No. 13 -40
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