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HomeMy WebLinkAboutCC RES 14-60WHEREAS, the City Council of the City of Tustin, located in Orange County, California (hereinafter sometimes referred to as the "legislative body of the Community Facilities District"), has heretofore undertaken proceedings and declared the necessity of the City of Tustin Community Facilities District No. 2014 -1 (Tustin Legacy /Standard Pacific) (the "Community Facilities District ") to issue bonds pursuant to the terms and provisions of the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act ") in an aggregate principal amount not to exceed $29,000,000; and WHEREAS, the Community Facilities District now desires to accomplish the financing of certain public facilities authorized to be financed by the Community Facilities District through the issuance of bonds in an aggregate principal amount not to exceed $29,000,000 designated as the "City of Tustin Community Facilities District No. 2014 -1 (Tustin Legacy /Standard Pacific) Special Tax Bonds, Series 2014" (the "Bonds ") under the Act; and WHEREAS, pursuant to Section 53345.8 of the Act and the Community Facilities District's Local Goals and Policies, unless the bonds are escrowed or otherwise credit enhanced, the Community Facilities District may sell bonds if the legislative body of the Community Facilities District determines prior to the award of the sale of such bonds that the value of the real property that would be subject to the special tax to pay debt service on the bonds will be at least three (3) times the principal amount of the 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 or a special assessment levied on taxable property within the Community Facilities District (subject to adjustment for escrowed bonds); and WHEREAS, the legislative body of the Community Facilities District desires to authorize the preparation of a an appraisal of the taxable real property within the Community Facilities District (the "Appraisal ") which shall be prepared for the Community Facilities District by Harris Realty Appraisal (the "Appraiser") in order for the legislative body of the Community Facilities District to make the above determination at a subsequent meeting; and Resolution No. 14 -60 Page 1 of 6 RESOLUTION NO. 14 -60 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN ACTING AS THE LEGISLATIVE BODY OF THE CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 2014 -1 (TUSTIN LEGACY /STANDARD PACIFIC) AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED TWENTY NINE MILLION DOLLARS ($29,000,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Tustin, located in Orange County, California (hereinafter sometimes referred to as the "legislative body of the Community Facilities District"), has heretofore undertaken proceedings and declared the necessity of the City of Tustin Community Facilities District No. 2014 -1 (Tustin Legacy /Standard Pacific) (the "Community Facilities District ") to issue bonds pursuant to the terms and provisions of the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act ") in an aggregate principal amount not to exceed $29,000,000; and WHEREAS, the Community Facilities District now desires to accomplish the financing of certain public facilities authorized to be financed by the Community Facilities District through the issuance of bonds in an aggregate principal amount not to exceed $29,000,000 designated as the "City of Tustin Community Facilities District No. 2014 -1 (Tustin Legacy /Standard Pacific) Special Tax Bonds, Series 2014" (the "Bonds ") under the Act; and WHEREAS, pursuant to Section 53345.8 of the Act and the Community Facilities District's Local Goals and Policies, unless the bonds are escrowed or otherwise credit enhanced, the Community Facilities District may sell bonds if the legislative body of the Community Facilities District determines prior to the award of the sale of such bonds that the value of the real property that would be subject to the special tax to pay debt service on the bonds will be at least three (3) times the principal amount of the 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 or a special assessment levied on taxable property within the Community Facilities District (subject to adjustment for escrowed bonds); and WHEREAS, the legislative body of the Community Facilities District desires to authorize the preparation of a an appraisal of the taxable real property within the Community Facilities District (the "Appraisal ") which shall be prepared for the Community Facilities District by Harris Realty Appraisal (the "Appraiser") in order for the legislative body of the Community Facilities District to make the above determination at a subsequent meeting; and Resolution No. 14 -60 Page 1 of 6 WHEREAS, in accordance with Section 53360.4 of the Act, the legislative body of the Community Facilities District determines that a negotiated sale of the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") will result in a lower overall cost to the Community Facilities District than a public sale; and WHEREAS, the legislative body of the Community Facilities District has determined that it is prudent in the management of its fiscal affairs to issue the Bonds; and WHEREAS, in order to effect the issuance of the Bonds, the legislative body of the Community Facilities District desires to approve the form of and authorize the execution and delivery of an Indenture of Trust for the Bonds, by and between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as trustee (the 'Indenture "), a Continuing Disclosure Agreement, by and between the Community Facilities District and Albert A. Webb Associates, as dissemination agent (the "Continuing Disclosure Agreement') and a Bond Purchase Agreement, by and between the Community Facilities District and the Underwriter relating to the Bonds (the 'Bond Purchase Agreement'), the forms of which are on file with the City Clerk; and WHEREAS, the legislative body of the Community Facilities District desires to authorize the preparation of a Preliminary Official Statement with respect to the Bonds (the 'Preliminary Official Statement'); and WHEREAS, approval of the Preliminary Official Statement in substantially final form and the final Appraisal by the legislative body of the Community Facilities District shall occur at a subsequent meeting of the legislative body of the Community Facilities District and such approvals shall be conditions precedent to the sale and issuance of the Bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUSTIN ACTING AS THE LEGISLATIVE BODY OF THE CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 2014 -1 ( TUSTIN LEGACY /STANDARD PACIFIC) DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct and is adopted by the legislative body of the Community Facilities District. Section 2. The Community Facilities District is authorized pursuant to the Act to issue the Bonds for the purpose of financing public facilities which the Community Facilities District is authorized to finance. Section 3. The issuance of the Bonds in a principal amount not to exceed $29,000,000 is hereby authorized, with the exact principal amount of Bonds to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement. The Bonds shall be governed by the terms and conditions of the Indenture, the form of which is on file with the City Clerk. The Indenture shall be prepared by Bond Counsel to the Community Facilities District and Resolution No. 14 -60 Page 2 of 6 executed by any one of the Mayor, the City Manager or the Finance Director of the City of Tustin or the written designee of one of the foregoing (collectively the "Authorized Officers ") substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein if such addition or change does not materially alter the substance or content thereof, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as are ultimately set forth in the Bond Purchase Agreement, or to conform any provisions therein to the Bond Purchase Agreement and an Official Statement relating to the Bonds delivered to the purchasers of the Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by any one of the Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Indenture. Section 4. The Bonds shall be executed on behalf of the Community Facilities District by the manual or facsimile signature of the Mayor of the City or designee acting as Mayor, as Chairperson of the legislative body of the Community Facilities District, and the seal of the City, or a facsimile thereof, shall be impressed or imprinted thereon and attested with the manual or facsimile signature of the City Clerk or Deputy City Clerk. The Bank of New York Mellon Trust Company, N.A. is hereby appointed to act as trustee for the Bonds. Section 5. The covenants set forth in the Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the legislative body of the Community Facilities District, and shall be complied with by the Community Facilities District and its officers. Section 6. The form of the Bond Purchase Agreement presented at this meeting is hereby approved and any one of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement, with such additions thereto and changes therein as the Authorized Officer executing the same shall deem necessary. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if the Bonds are purchased by the Underwriter at an overall interest rate that does not exceed 7.00% per annum and the discount paid to the Underwriter (exclusive of original issue discount) does not exceed 1.75% of the principal amount of Bonds. Each of the Authorized Officers is authorized to determine the day on which the Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the Community Facilities District and may reject any terms presented by the Underwriter if determined not to be in the best interest of the Community Facilities District. Section 7. The form of the Continuing Disclosure Agreement presented at this meeting is hereby approved and any one of the Authorized Officers is hereby authorized and directed to execute the Continuing Disclosure Agreement in the form hereby approved, with such additions therein and changes thereto as the Authorized Officer or Resolution No. 14 -60 Page 3 of 6 Authorized Officers executing the same deem necessary to cure any defect or ambiguity therein if such change does not materially alter the substance or content thereof, with such approval to be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement. Section 8. In accordance with the requirements of Section 53345.8 of the Act and the policies of the City of Tustin, it shall be a condition precedent to the sale and issuance of the Bonds that the legislative body of the Community Facilities District determine that the value of the real property in the Community Facilities District subject to the special tax to pay debt service on the Bonds (the `Taxable Property") is at least three times the principal amount of the Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the Community Facilities District ( "Secured Indebtedness "). This determination shall be based on the value of the Taxable Property as set forth in the Appraisal (the "Value "), which Appraisal shall be made in a manner consistent with the City of Tustin policies adopted pursuant to Section 53312.7 of the Act. However, notwithstanding the above, in the event that the Taxable Property is less than three times the Secured Indebtedness, the Community Facilities District may escrow a sufficient portion of Bonds (the "Escrowed Bonds ") so that the Value is at least three times the Secured Indebtedness, less the Escrowed Bonds. The Escrowed Bonds shall be held in escrow (or redeemed) until such time as the Value of the Taxable Property equals or exceeds three times the Secured Indebtedness, included any released Escrowed Bonds. The Authorized Officers are hereby authorized to make such additions and changes to the Indenture as the officer or officers executing the same deem necessary to the Indenture to provide for Escrowed Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by any one of the Authorized Officers. Section 9. The preparation of a Preliminary Official Statement relating to the Bonds is hereby authorized. Approval of the Preliminary Official Statement in substantially final form shall occur at a subsequent meeting of the legislative body of the Community Facilities District, and such approval is hereby made a condition precedent to the sale and issuance of the Bonds. Section 10. The Mayor, City Manager, Finance Director, or designee of either, and the other officers and staff of the City of Tustin and the Community Facilities District responsible for the fiscal affairs of the Community Facilities District, are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Indenture, including, but not limited to, providing certificates as to the accuracy of any information relating to the Community Facilities District which is included in an Official Statement relating to the Bonds and executing any and all agreements related to the delivery of the Bonds as provided in the Indenture or otherwise as reasonably required to implement the transactions described herein or in the documents relating hereto. Except for the execution of the Bonds which are to be executed by the Mayor or designee acting as Mayor, any Authorized Officer Resolution No. 14 -60 Page 4 of 6 may sign any document authorized for execution herein. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 11. This Resolution shall take effect upon adoption. PASSED AND ADOPTED by the City Council at a regular meeting held on the 16`" day of September, 2014. ATTEST: JEF Y C. PARKER, Resolution No. 14 -60 Page 5 of 6 i ELWYN 6. MURRAY, Mayor STATE OF CALIFORNIA ) COUNTY OF ORANGE )ss. CITY OF TUSTIN ) 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; that the above and foregoing Resolution No. 14 -60 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 16th day of September, 2014, by the following vote: COUNCILPERSONS AYES: Murray. Puckett, Nielsen, Gomez. Bernstein (5) COUNCILPERSONS NOES: None (0) COUNCILPERSONS ABSTAINED: None (0) COUNCILPERSONS ABSENT: None (0) 4� 6 Z�- JEFF jt. PARKER, Resolution No. 14 -60 Page 6 of 6