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HomeMy WebLinkAbout10 ADOPT RESO. NO. 15-53 APPROVING INDENTURE FOR FAC. DIST. 06-1AGENDA REPORT �UsT�fi MEETING DATE: AUGUST 18, 2015 TO: JEFFREY C. PARKER, CITY MANAGER Agenda Item Reviewed: City Manager Finance Director FROM: PAMELA ARENDS-KING, FINANCE DIRECTOR/CITY TREASURER 10 SUBJECT: ADOPT RESOLUTION NO. 15-53 APPROVING AND AUTHORIZING THE EXECUTION OF A SECOND SUPPLEMENTAL INDENTURE FOR THE CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 06-1 (TUSTIN LEGACY/COLUMBUS VILLAGES) SUMMARY: The Special Tax Fund for the Community Facilities District 06-1 (Tustin Legacy/Columbus Villages) has funds in excess of the required debt service payment. Resolution No.15-53 approves and authorizes the execution of a second supplemental Indenture allowing the excess funds to be transferred to the Improvement Fund established under the Indenture so that they can be used to finance additional Facilities. RECOMMENDATION: It is recommended that the City Council adopt Resolution No. 15-53 approving and authorizing the execution of a second supplemental Indenture for CFD 06-1 allowing the excess funds in the Special Tax Fund to be transferred to the Improvement Fund. FISCAL IMPACT: There is no fiscal impact to the City. BACKGROUND: The City issued $53.7 million Special Tax Bonds in 2007 to fund infrastructure for the Tustin Legacy/Columbus Village Project pursuant to an Indenture, dated September 7, 2007 and on November 17, 2010, the District issued $1.6 million Special Tax Bonds as amended by a first supplemental Indenture, dated as of November 2, 2010 to provide additional funds to finance infrastructure. At the time the bonds were issued in 2007 to fund infrastructure, bond proceeds were placed in the Special Tax Fund to pay for the first debt service payment due. The first special tax assessments were collected in a timely manner and were enough to cover the first debt service payment so the bond proceeds were not used. Since the first debt service payment the annual collection of the special tax is adequate to cover the annual debt service payments. The bond proceeds in the Special Tax Fund are in excess of $1.7 million. The transfer of the $1.7 million to the Improvement Fund will be used to ADOPT RESOLUTION NO. 15-53 APPROVING AND AUTHORIZING A SECOND SUPPLEMENTAL INDENTURE FOR CFD 06-1 AUGUST 18, 2015 PAGE 2 complete infrastructure facilities within the former Marine Corps Air Station known as the Legacy which is part of CFD 06-1 and directly benefits CFD 06-1. Pamela Arends-King Finance Director/City Treasurer Attachment: Resolution No. 15-53 Second Supplemental Indenture RESOLUTION NO. 15-53 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 06-1 (TUSTIN LEGACY/COLUMBUS VILLAGES), APPROVING AND AUTHORIZING THE EXECUTION OF A SECOND SUPPLEMENTAL INDENTURE The City Council of the City of Tustin, acting as the legislative body of the City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) (the "District'), does hereby resolve as follows: WHEREAS, on July 17, 2006, the City Council adopted Resolution No. 06-89 forming the District in order to finance various public improvements (the "Facilities'); WHEREAS, the City is authorized, under the proceedings to form the District, to levy a special tax on property in the District (the "Special Taxes') to pay the debt service on bonds issued for the District and the administrative expenses of the District; WHEREAS, on September 6, 2007, the District issued $53,570,000 principal amount of City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2007A (the "2007 Bonds') pursuant to an Indenture, dated as of September 1, 2007 (the "Original Indenture"), between the District and Union Bank of California, N.A. (now MUFG Union Bank, N.A.), as trustee (the "Trustee'), in order to provide funds to finance the Facilities; WHEREAS, on November 17, 2010, the District issued $1,675,000 principal amount of City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2010 (the "2010 Bonds') pursuant to the Original Indenture, as amended by a First Supplemental Indenture, dated as of November 1, 2010 (the "First Supplement'), between the District and the Trustee, to provide additional funds to finance the Facilities; WHEREAS, the Original Indenture provided for the establishment of a Special Tax Fund held by the Trustee into which the Special Taxes are to be deposited, and from which transfers are made to pay the scheduled debt service on the 2007 Bonds and the 2010 Bonds (collectively, the "Bonds"), and to pay the administrative expenses of the District; WHEREAS, there currently is a balance of funds in the Special Tax Fund which funds are not needed for the payment of the Bonds or administrative expenses (the "Excess Funds'), and the City Council now desires to approve a Second Supplemental Indenture (the "Second Supplement') in order to amend the Indenture to allow the Excess Funds to be transferred to the Improvement Fund established under the Indenture so that they can be used to finance additional Facilities; and WHEREAS, the Second Supplement has been prepared and is now in a form ready for approval and execution by the District and the Trustee. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Tustin approve and authorize the execution of a Second Supplemental Indenture as follows: Resolution 15-53 Page 1 of 2 SECTION 1. The Second Supplement, in the form on file with the City Clerk, is hereby approved. The City Manager is hereby authorized and directed to execute and deliver, for the District, the Second Supplement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Finance Director/City Treasurer upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City Manager of the Second Supplement. SECTION 2. The City Council hereby finds and determines that, because (a) amounts in the Special Tax Fund are not pledged under the Original Indenture or the First Supplement to the payment of debt service on the Bonds, and (b) the Second Supplement will only allow for transfers from the Special Tax Fund to the Improvement Fund at the end of a Bond Year (as defined in the Original Indenture) after transfers from the Special Tax Fund for the payment of the debt service on the Bonds due in the respective Bond Year have been made, the amendment to the Original Indenture contemplated by the Second Supplement does not materially adversely affect the interests of the owners of the Bonds. SECTION 3. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED at a regular, meeting of the Tustin City Council held on the 18`h day of August, 2015. CHARLES E. PUCKETT Mayor ATTEST: JEFFREY C. PARKER City Clerk STATE OF CALIFORNIA) COUNTY OF ORANGE ) 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; and that the above and foregoing Resolution No. 15-53 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 18`h day of August, 2015 by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: JEFFREY C. PARKER City Clerk Resolution 15-53 Page 2 of 2 Quint & ThirtvNg LLP SECOND SUPPLEMENTAL INDENTURE by and between the CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 06-1 (TUSTIN LEGACY/COLUMBUS VILLAGES) and MUFG UNION BANK, N.A., as Trustee dated as of September 1, 2015 relating to: City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2007A and City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2010 8/7/15 20015.06:J13427 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (the "Second Supplement"), dated as of September 1, 2015, is by and between the City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) (the "District'), and MUFG Union Bank, N.A., successor to Union Bank, N.A., as trustee (the "Trustee"). RECITALS: WHEREAS, the District and the Trustee are parties to an Indenture, dated as of September 1, 2007 (the "Original Indenture"), pursuant to which the District has issued its City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2007A (the "2007 Bonds"); and WHEREAS, the District and the Trustee are also parties to a First Supplemental Indenture, dated as of November 1, 2010 (the "First Supplement'), which amended the Original Indenture (the Original Indenture, as amended by the First Supplement, being referred to in this Second Supplement as the "Indenture"), to allow for the issuance by the District of its City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2010 (collectively with the 2007 Bonds, the "Bonds"); and WHEREAS, Section 9.01(b)(vi) of the Indenture allows for amendments to the Indenture, without the consent of any Bond owners, in any respect whatsoever as the District may deem necessary or desirable, provided that such amendment does not materially adversely affect the interests of the Bond owners under the Indenture; and WHEREAS, Section 3.04 of the Indenture provides for an Improvement Fund to be maintained by the Trustee, and Section 5.02 of the Indenture provides for a Special Tax Fund to be maintained by the Trustee; and WHEREAS, the District desires to amend the Indenture to allow for an annual transfer of certain amounts in the Special Tax Fund to the Improvement Fund as provided in this Second Supplement; and WHEREAS, amounts in the Improvement Fund and in the Special Tax Fund are not pledged under Section 5.01 of the Indenture as security for the payment of the Bonds; and WHEREAS, the District has determined that this Second Supplement does not materially adversely affect the interests of the Bond owners under the Indenture, and has requested that the Trustee execute this Second Supplement. AGREEMENT: NOW, THEREFORE, the District and the Trustee agree as follows: Section 1. Amendment. Section 5.02 of the Indenture is hereby amended by adding thereto, as a new last paragraph thereof, the following: f! In addition to the foregoing, if at the end of any Bond Year funds remain on deposit in the Special Tax Fund that were not needed for purposes of the transfers described in the preceding two paragraphs to occur during such Bond Year, the Trustee shall transfer from the funds then remaining in the Special Tax Fund to the Improvement Fund the amount specified in a Written Request of the Community Facilities District specifying the amount to be so transferred, so long as such Written Request is received by the Trustee no later than sixty (60) days after the end of the respective Bond Year. Section 2. Execution in Several Counterparts. This Second Supplement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 3. Governing Law. This Second Supplement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in such State. Section 4. Incorporation By Reference. The District and the Trustee agree that the amendment contained in this Second Supplement, when effective as provided in Section 7 below, shall be incorporated by this reference thereto into the Indenture, which Indenture as so amended shall serve as the sole operative Indenture in connection with the Bonds. Section 5. Ratification and Reaffirmation of Indenture. Except as hereby expressly amended, the Indenture shall remain in full force and effect; and the Indenture, as amended hereby, is ratified and confirmed. Section 6. Interpretation. In the event of any conflict between the provisions of the Indenture and the provisions of this Second Supplement, when effective as provided in Section 7 below, the provisions of this Second Supplement shall control. Section 7. Effective Date. This Second Supplement shall become effective upon the execution hereof by the District and the Trustee. Section 8. Binding Effect. Upon the effectiveness of this Second Supplement, as provided in Section 7 above, this Second Supplement shall inure to the benefit of and shall be binding upon the District, the Trustee, the owners of the Bonds and their respective successors and assigns. Section 9. Notice to Bondowners. Pursuant to Section 9.01(c) of the Indenture, upon execution by the District and the Trustee of this Second Supplement, the Trustee shall mail a notice, in the form of Exhibit A hereto, by first class mail postage prepaid, to the owners of the Bonds. -2- IN WITNESS WHEREOF, the District has caused this Second Supplement to be executed in its name, and the Trustee has caused this Second Supplement to be executed in its name, all as of the date first set forth above. 20015.06:113427 -3- CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 06-1 (TUSTIN LEGACY/COLUMBUS VILLAGES) a Jeffrey C. Parker, City Manager of the City of Tustin, on behalf of the District MUFG UNION BANK, N.A., as Trustee in Authorized Officer EXHIBIT A NOTICE REGARDING SECOND SUPPLEMENTAL INDENTURE relating to: City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2007A Base CUSIP No. 901047C* and City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) Special Tax Bonds, Series 2010 Base CUSIP No. 901047D* The above -captioned bonds were issued pursuant to an Indenture, dated as of September 1, 2007, between the City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages) (the "District") and MUFG Union Bank, N.A. (formerly Union Bank of California, N.A.), as trustee (the "Trustee"), as amended by a First Supplemental Indenture, dated as of November 1, 2010, between the District and the Trustee (together, the "Indenture"). Notice is hereby given that the District and the Trustee have executed a Second Supplemental Indenture, dated as of September 1, 2015 (the "Second Supplement"). The Second Supplement allows for transfers from the Special Tax Fund to the Improvement Fund, each as established under the Indenture, at the end of each Bond Year (as defined in the Indenture), after transfers have been made from the Special Tax Fund to the Administrative Expense Fund and the Bond Fund, each as established by the Indenture, as required by the Indenture for the respective Bond Year. Dated: 2015 By: MUFG Union Bank, N.A., as Trustee * Neither the District nor the Trustee shall be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice Regarding Second Supplemental Indenture. They are included solely for convenience of the Bondowners. -1-