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HomeMy WebLinkAboutTPFA RES NO. 95-1 11-20-95RESOLUTION NO. TPFA 95-1 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TUSTIN PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $46,000,000 AGGREGATE PRINCIPAL AMOUNT OF TUSTIN PUBLIC FINANCING AUTHORITY REVENUE BONDS (TUSTIN RANCH), SERIES A, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE AND BOND PURCHASE AGREEMENTS AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO WHEREAS, pursuant to an Indenture of Trust, dated as of August 1, 1986 (the "85-1 Indenture"), by and between the City of Tustin (the "City") and Citibank, N. A., as trustee, the City issued City of Tustin Assessment District No. 85-1 Improvement Bonds (the "85-1 Bonds") in the original principal amount of $50,650,000; WHEREAS, pursuant to an Indenture of Trust, dated as of September 1, 1988 (the "86-2 Indenture"), by and between the City and Citibank, N. A., as trustee, the City issued City of Tustin Assessment District No. 86-2 Limited Obligation Improvement Bonds (the "86-2 Bonds") in the original principal amount of $81,400,000; WHEREAS, the City has determined that certain savings and efficiencies may be obtained by refunding the outstanding $14,490,000 aggregate principal amount of 85-1 Bonds that have been converted to a fixed interest rate pursuant to the 85-1 Indenture and the outstanding $35,910,000 aggregate principal amount of 86-2 Bonds that have been convened to a fLxed interest rate pursuant to the 86-2 Indenture (collectively, the "Prior Bonds"); WHEREAS, in order to provide a portion of the moneys required to refund the Prior Bonds, the City has authorized the issuance of the City of Tustin Limited Obligation Improvement Bonds, Reassessment District No. 95-1 (Tustin Ranch) (the "Assessment Bonds"), in an aggregate principal amount of $46,000,000; WHEREAS, the Tustin Public Financing Authority (the "Authority") was established for the purpose, among others, of providing for the refinancing of public capital improvements of any local agency, including the City, through the purchase by the Authority of obligations of such local agency pursuant to a bond purchase agreement; WHEREAS, the Authority desires to assist.the City in refinancing the public improvements financed with the Prior Bonds by purchasing the Assessment Bonds from the City; wHEREAS, in order to provide the funds necessary to purchase the Assessment Bonds from the City, the Authority desires to authorize the issuance of the Tustin Public Financing Authority Revenue Bonds (Tustin Ranch), Series A (the "Bonds"), in an aggregate principal amount of not to exceed $46,000,000; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority proposes to enter into an Indenture of Trust with State Street Bank and Trust Company of California, N.A., as trustee (such Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the"~Indenture"); WHEREAS, the Authority proposes to purchase the Assessment Bonds pursuant to a Bond Purchase Agreement between the City and the Authority (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "City Purchase Agreement"); WHEREAS, the Authority has found and determined that the purchase of the Assessment Bonds by the Authority will result in substantial public benefits, namely, the interest savings with respect to the Assessment Bonds to be achieved by reason of the credit rating to be assigned to the Bonds; WHEREAS, PaineWebber Incorporated (the ',Underwriter") has presented the Authority with a proposal, in the form of a Bond Purchase Agreement, to purchase the Bonds from the Authority (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Authority Purchase Agreement"); WIIEREAS, there have been prepared and submitted to this meeting forms of: (a) the Indenture; (b) the City Purchase Agreement; (c) the Authority Purchase Agreement; and (d) the Preliminary Official Statement to be used in connection with the offering and sale of the Bonds (such Preliminary Official Statement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); and WHEREAS, the Authority desires to proceed to issue and sell the Bonds and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Tustin Public Financing Authority as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Bonds, in the aggregate principal amount of not to exceed $46,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be issued in the form, and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution. Section 2. The Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. The Chairperson of the Board of Directors, or such other member of the Board of Directors as the Chairperson may designate, the Executive Director of the Authority, the Assistant Executive Director of the Authority and the Treasurer.of the Authority (the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and.omissions shall not authorize an aggregate principal amount of Bonds in excess of $46,000,000, shall not result in a final maturity date of the Bonds later than September 2, 2013 and shall not result in a true interest cost on the Bonds in excess of 7.0%. Section 3. The City Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and deliver the City Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the City Purchase Agreement by such Authorized Officer. Section 4. The Authority Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Authority Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Authority Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Bonds. in excess of .25% of the aggregate principal amount of the Bonds, plus expenses of not to exceed $60,000. Section 5. The Preliminary Official Statement, in substantially the form presented to this meeting and made a pan hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are, and each of them.is, hereby authorized and directed, for and in the name of the Authority, to certify to the Underwriter that the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission. Section 6. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively'evidenced bY the execution and delivery thereof. 'Fne Authorized Officers are, and each of them is, hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the Authority. Section 7. The Authorized Officers are hereby authorized and directed to investigate, or cause to be investigated, the availability and economic viability of bond insurance for the Bonds and, ff such insurance is determined to be cost effective, to select a bond insurer and to negotiate the terms 'of such bond insurance. Section 8. The Authorized Officers are, and each of them hereby is, authorized and directed to execute and deliver any and all documents and instruments and to do and cause.to be done any and all acts and things necessary or proper for carrying out the issuance of the Bonds and the transactions contemplated by the Indenture, the City Purchase Agreement, the Authority Purchase Agreement, the Official Statement and this Resolution. Section 9. All actions heretofore taken by the officers and employees of the Authority with respect to the issuance and sale of the Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. Section 10. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the Board of Directors of the Tustin Public Financing Authority on November 20, 1995. Jim Potts, Chairperson ATT~T: By: Pamela Stoker, Secretary STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS I, Pamela Stoker, Secretary of the Tustin Public Financing Authority hereby certify that the foregoing is a full, tree and correct copy of a Resolution duly adopted at a meeting of the Board of Directors of said Authority duly and regularly held on November 20, 1995, of which meeting all of the members of said Board of Directors had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: DIRECTORS: NOES: DIRECTORS: ABSENT: DIRECTORS: An agenda of said meeting was posted at least 72 hours before said meeting at 300 Centennial Way, Tustin, California,-a location freely accessible to members of the public, and a brief general description of said R~olution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, tree and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: , 1995 By: Pamela Stoker, Secretary