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Home My WebLink AboutCC RES 02-125Quint & Thimmig LLP 11/29/02 12/07/02 12110/02 12/13/02 CITY OF TUSTIN RESOLUTION NO. 02-125 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN APPROVING TIlE ISSUANCE AND SALE OF 2002 REVENUE ANTICIPATION NOTES BY THE TUSTIN PUBLIC FINANCING AUTHORITY AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council (the "Council") of City of Tustin (the "City"), as follows: WHEREAS, pursuant to that certain Settlement and Release Agreement, effective May 31, 2002 (the "Settlement Agreement"), by and among (1) the City, (2) the Tustin Public Financing Authority (the "Authority"), and (3) the Santa Ana Unified School District ("SAUSD"), the City agreed to make certain payments to SAUSD (the "City Payments"), to be derived from the proceeds of all land sales of all or a portion of the EDC Acres (as such term is defined in the Settlement Agreement); WHEREAS, the City desires that the Authority issue and sell revenue anticipation notes so that amounts, derived from the proceeds thereof, will be available for the City to make the City Payments in advance of the required payment dates even if land sales of all or a portion of the EDC Acres do not occur; WHEREAS, the City will convey a portion of the EDC Acres to the Authority, more particularly described in Exhibit A attached hereto (the "Collateral Real Property") so that the Authority can offer the Collateral Real Property to the purchasers of such revenue anticipation notes as security for the payment by the Authority of the principal and interest thereon; WHEREAS, the Authority has received commitments from Salomon Smith Barney, Inc. (the "Purchaser") to purchase such revenue anticipation notes in two series, which commitments are attached hereto as Exhibit B; WHEREAS, the Authority has agreed to issue its revenue anticipation notes in two series, to be designated as the Tustin Public Financing Authority Revenue Anticipation Notes, 2002 Series A, in the aggregate principal amount of $38,000,000 (the "Series A Notes"), and the Tustin Public Financing Authority Revenue Anticipation Notes, 2002 Series B, in the aggregate principal amount of $22,000,000 (the "Series B Notes" and, with the Series A Notes, the "Notes"); WHEREAS, the documents below specified have been filed with the City and the members of the Council, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tustin as follows: 20015.02 Section 1. Conveyance of the Collateral Real Property. The Council hereby authorizes the conveyance of the Collateral Real Property by the City to the Authority so that the Authority can offer the Collateral Real Property to the Purchaser as security for the payment by the Authority of the principal of and interest on the Notes. Section 2. Approval of the Issuance' of the Notes. The Council hereby approves the issuance of the Notes by the Authority. Section 3. Approval of the Sale of the Notes. A note purchase agreement (the "Note Purchase Agreement") by and among the Authority, the City and Purchaser relating to the purchase by the Purchaser of the Notes, substantially in the form attached hereto as Exhibit C, be and is hereby approved. The Mayor or the City Manager is hereby authorized and directed to execute the Note Purchase Agreement, with such changes, insertions or omissions as may be approved by such official, and so long as the terms and conditions of the Notes issued and delivered pursuant to the Note Purchase Agreement are consistent with the requirements stated in the resolution of the Board of Directors adopted on the date hereof (the "Authority Resolution") and as stated in the Note Purchase Agreement. Section 4. Security for the Notes. The Authority has pledged to the payment of the principal amount of the Notes, together with the interest thereon the first proceeds of all land sales of all or a portion of the EDC Acres owned by the Authority (the "Authority Pledged Revenues"). The City hereby covenants to pay to the Authority the first proceeds of all land sales of all or a portion of the EDC Acres owned by the City and, to the extent no land sales proceeds ar~ received, until June 30, 2003, from amounts on deposit in the General Fund of the City (the City Revenues" and, with the Authority Pledged Revenues, the "Pledged Revenues"). The payment of the principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the Authority or the City lawfully available therefor. The City agrees to transfer, as received, all City Revenues to the Paying Agent for deposit in the Repayment Account. The City covenants that it shall keep proper books of record and accounts of the EDC Acres owned by the City, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the EDC Acres owned by the City. The City acknowledges that the Purchaser is relying upon the covenants of the City in this Section 4 in connection with its agreement to purchase the Notes and the Purchaser is hereby made a third-party beneficiary of this Section 4. Section 5. Lease Revenue Bonds. If, on March 1, 2004, any portion of the Notes remains outstanding and sufficient moneys are not then on deposit in the Repayment Account (as defined in the Authority Resolution) to pay all outstanding Notes at maturity, the City agrees to commence proceedings for the issuance of lease revenue bonds secured by a lease agreement payable from the general fund of the City. In connection therewith, the City will lease from the Authority assets mutually agreeable to the City, the Authority and the Purchaser and which will assure either an investment grade credit rating from a national rating service or a municipal bond insurance commitment from a national bond insurance compar~y, on terms (including rents) sufficient to secure and retire such lease revenue bonds, such lease to become effective not later than June 1, 2004. The below-enumerated documents, initial drafts of which are attached hereto as Exhibit D, be and are hereby approved, City staff is hereby authorized to prepare definitive forms thereof if necessary in connection with the issuance of such lease revenue bonds: (a) a site lease, by and between the City and the Authority; and -2- (b) a lease agreement, by and between the Authority and the City. The final forms of such documents and any other documents required in connection. therewith shall be subject to the approval of the Council. Section 6. Consultants. (a) The firm of Quint & Thimmig LLP, San Francisco, California, is hereby designated as bond counsel to the Authority and the City in connection with the Notes. The Mayor, the City, or the designee of any such official, is hereby authorized to enter into an agreement with said firm for its services as bond counsel, in a form acceptable to the Mayor, the City, or the designee of any such official. (b) The firm of Gardner, Underwood & Bacon, LLC, Los Angeles, California, is hereby designated as financial advisor to the Authority and the City in connection with the Notes. The Mayor, the City, or the designee of any such official, is hereby authorized to enter into an agreement with said firm for its services as financial advisor, in a form acceptable to the Mayor, the City, or the designee of any such official. Section 7. Further Approvals. The Mayor, the City Manager, the Assistant City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 8. Effective Date. This Resolution shall take effect upon its adoption by this Council. I, the undersigned City Clerk of the City of Tustin, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the City Council of the City at a meeting thereof on the 16th day of December, 2002, by the following vote of the members thereof: AYES: Thomas, Worley, Bone, Davert NOES: None ABSTAIN: Kawashima ABSENT: None -'-'-'Cit~.Clerk -3-