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HomeMy WebLinkAboutTPRA RES 13-02TPFA RESOLUTION NO. 13-02 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF WATER REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY OF TUSTIN'S MUNICIPAL WATER ENTERPRISE AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS The Tustin Public Financing Authority of the City of Tustin (the "Authority") does hereby resolve as follows: WHEREAS, the City of Tustin (the "City") and the Tustin Community Redevelopment Agency have heretofore entered into a joint exercise of powers agreement establishing the Tustin Public Financing Authority for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the City; WHEREAS, the City has determined that, due to prevailing financial market conditions, it is in the best interests of the City to finance the acquisition and construction of certain improvements and facilities (the "2013 Project") to the City's municipal water enterprise (the "Enterprise"); WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the City, the Authority proposes to authorize the issuance of its revenue bonds under the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), designated as the Tustin Public Financing Authority 2013 Water Revenue Bonds (the "Bonds"), all pursuant to and secured by an indenture of trust (the "Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); WHEREAS, in order to provide for the repayment of the Bonds, the Authority will sell the 2013 Project to the City pursuant to an installment sale agreement (the "Installment Sale Agreement"), under which the City will agree to make installment payments to the Authority payable from the net revenues of the Enterprise which will be calculated to be sufficient, in time and amount, to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds when due and payable; WHEREAS, the City's obligations under the Installment Sale Agreement will be on parity as to payment and security with the City's obligations with respect to an installment sale agreement securing the Authority's outstanding Tustin Public Financing Authority Water Revenue Bonds, 2011 Series A, and with an installment sale agreement securing the Authority's outstanding Tustin Public Financing Authority 2012 Refunding Water Revenue Bonds; TPFA Resolution No. 13-02 Page 1 of 4 WHEREAS, the form of an official statement (the "Official Statement') describing , the Authority, the City, the Enterprise, the Bonds and other matters, to be used in connection with the marketing of the Bonds, has been prepared and presented to the Authority; WHEREAS, the firm of First Southwest Company (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the Authority a form of bond purchase agreement for the Bonds, to be entered into among the Authority, the City and the Underwriter (the 'Bond Purchase Agreement'); and WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: SECTION 1: Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law and the Indenture for the purpose of providing funds to finance the 2013 Project, so long as (a) the principal amount of Bonds does not exceed $15,000,000, (b) so long as the final maturity date of the Bonds is not later than April 1, 2043, and (c) the average interest rate on the Bonds is not higher than 5.50%. The Board hereby approves the Indenture ' in the form on file with the Secretary, together with such additions thereto and changes therein as the Chairperson, the Executive Director, the Assistant Executive Director or the Treasurer, or any designee thereof (the "Designated Officers") shall deem necessary, desirable or appropriate, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2: Approval of Installment Sale Agreement. The Board hereby approves the Installment Sale Agreement in the form on file with the Secretary, together with such additions thereto and changes therein as the Designated Officers shall deem necessary, desirable or appropriate, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to; the final form -of the Installment Sale Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Installment Sale Agreement. 1 TPFA Resolution No. 13-02 Page 2 of 4 Section 3: Sale of Bonds. The Board hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriter, pursuant to the Bond Purchase Agreement in the form on file with the Secretary, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to a Designated Officer and consistent with the requirements of this Resolution. The amount of Underwriter's discount for the Bonds shall be not more than 0.50% of the par amount thereof (not taking into account any original issue discount on the sale thereof). Section 4: Official Statement. The Board hereby approves the preliminary Official Statement in the form on file with the Secretary, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate. The Designated Officers, each acting alone, are hereby authorized and directed to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, the preliminary form of the Official Statement. Distribution of such preliminary Official Statement is hereby approved. The Designated Officers, each acting alone, are 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 any Designated Officer shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement. The final Official Statement shall be executed in the name and on behalf of the Authority by a Designated Officer. Section 5: Official Actions. The Chairperson, the Executive Director, the Assistant Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, 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, including the application to providers of municipal bond insurance for the Bonds, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. Section 6: Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. TPFA Resolution No. 13-02 Page 3 of 4 PASSED AND ADOPTED at a regular meeting of the Tustin Public Financing Authority held on the 1 st day of October, 2013. ELWYN A. MURRAY, Chairperson ATTEST: C. PARKER, Secretary STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Jeffrey C. Parker, Recording Secretary of the Tustin Public Financing Authority of the City of Tustin, California, do hereby certify that the whole number of the members of the Directors of the Tustin Public Financing Authority is five; that the above and foregoing TPFA Resolution No. 13-02 was duly passed and adopted at a regular meeting held on the 1 st day of October, 2013 by the following vote: DIRECTORS AYES: DIRECTORS NOES: DIRECTORS ABSTAINED: DIRECTORS ABSENT: Murrny Pnrkctt Nialcan (_nmPz Rarnct (5) None (0) Nnna (0) None (0) TPFA Resolution No. 13-02 Page 4 of 4