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HomeMy WebLinkAboutCC RES 15-74 RESOLUTION NO. 15-74 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, AUTHORIZING THE ISSUANCE OF TWO SERIES OF COMMUNITY FACILITIES DISTRICT NO. 07-1 (TUSTIN LEGACY/RETAIL CENTER) SPECIAL TAX BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS The City Council of the City of Tustin does hereby resolve as follows: WHEREAS, this City Council has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), to form the City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center)(the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance public improvements authorized to be funded by the District; and WHEREAS, on September 11, 2007, the District issued its $13,680,000 City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) Special Tax Bonds, Series 2007 (the "Prior Bonds"), pursuant to an Indenture, dated as of September 1, 2007 (the "Prior Indenture"), between the District and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as trustee (the "Trustee"), in order to finance public improvements authorized to be funded by the District (the "Facilities"); and WHEREAS, due to favorable interest rates in the financial markets, the City Council has determined that it is in the best interests of the City, the District and the property owners in the District paying special taxes that the Prior Bonds be refunded; and WHEREAS, the District is authorized to issue up to $16,000,000 principal amount of bonds to finance the Facilities, and the District has to date only issued the Prior Bonds in the principal amount of $13,680,000, so that the District has additional bonding authority of$2,320,000; and WHEREAS, the City now desires to issue for the District, in addition to a series of special tax bonds to refund the Prior Bonds(the "Refunding Bonds"), a series of special tax bonds in order to provide financing for Facilities not yet completed (the "Additional Bonds"); and WHEREAS, there has been submitted to this City Council a fiscal agent agreement (the "Fiscal Agent Agreement") providing for the issuance of the Refunding Bonds and the Additional Bonds, all pursuant to the authority provided in the Act, and this City Council, with the aid of City Staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Refunding Bonds and the Additional Bonds (collectively, the "Bonds"); and Resolution No. 15-74 Page 1 of 7 WHEREAS, there has been presented to this City Council an escrow agreement (the "Escrow Agreement") providing for the creation of an escrow fund which will be used to defease and refund the Prior Bonds, and this City Council now desires to approve the Escrow Agreement in connection with the refunding of the Prior Bonds; and WHEREAS, the City proposes to sell the Bonds to First Southwest Company (the "Underwriter") pursuant to the terms of a bond purchase agreement (the "Bond Purchase Agreement") by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a preliminary official statement(the "Preliminary Official Statement"); and WHEREAS, it appears that each of said documents and instruments which are now before the City Council at this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Tustin does hereby authorize staff to implement the provisions of this Resolution as follows: SECTION 1. Issuance of Bonds; Approval of Fiscal Agent Agreement and Escrow Agreement. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as "City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) Special Tax Refunding Bonds, Series 2015A" (the "Series A Bonds") and "City of Tustin Community Facilities District No. 07-1 (Tustin Legacy/Retail Center) Special Tax Bonds, Series 2015B" (the "Series B Bonds" and referred to in this Resolution collectively with the Series A Bonds as the "Bonds") are hereby authorized to be issued in an aggregate principal amount not to exceed the sum of: (a) the principal amount of Series A Bonds necessary, as determined by the City's financial advisor for the District and the Bonds, to refund the Prior Bonds, pay related costs of issuance and fund a related reserve fund, and (b) the principal amount of Series B Bonds necessary, as determined by the City Manager, upon consultation with the City's financial advisor for the District and the Bonds, to finance additional Facilities authorized to be financed by the District. Notwithstanding the foregoing, (i) the aggregate principal amount of the Series A Bonds shall not exceed the amount permitted to be issued for such purpose under Sections 53362.5 and 53362.7 of the California Government Code so as not to decrease the amount of Series B Bonds that may be issued, and (ii) the aggregate principal amount of the Series B Bonds shall not exceed $1,500,000. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. Resolution No. 15-74 Page 2 of 7 In furtherance of the issuance of the Bonds, the City Council hereby makes the following findings and determinations: (i) it is prudent in the management of the fiscal affairs of the City and the District to issue the Series A Bonds for the purpose of refunding the Prior Bonds, (ii) the total net interest cost to maturity on the Series A Bonds plus the principal amount of the Series A Bonds will not exceed the total net interest cost to maturity on the Prior Bonds to be refunded plus the principal amount of the Prior Bonds to be refunded, (iii) the Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed value of the land in the District is more than three times the principal amount of the Bonds, and (iv) the Bonds, when issued, will be in compliance with the applicable requirements of the City's Mello-Roos Community Facilities Act of 1982 Local Goals and Policies, approved pursuant to Resolution No. 04-28 adopted by the City Council on March 1, 2004. For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the Series A Bonds will occur on or after November 17, 2015, (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii)the minimum rate of interest to be paid on the Series A Bonds shall be one-half percent (0.5%) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv)the place of payment for the Prior Bonds shall be as set forth in the Prior Indenture; and (v) the designated costs of issuing the Series A Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Fiscal Agent Agreement, in the Official Statement for the Bonds and the closing certificates for the Bonds, including Bond Counsel and Disclosure Counsel fees and expenses, financial advisor fees, Underwriter's discount, printing costs for the Official Statement, initial fiscal agent and escrow bank fees, and costs of City staff incurred in connection with the sale and issuance of the Series A Bonds and the refunding of the Prior Bonds. The City Council hereby approves the Fiscal Agent Agreement in the form on file with the City Clerk. The City Manager is hereby authorized to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Finance Director upon consultation with Bond Counsel. The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The City Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement. The City Council hereby approves the refunding of the Prior Bonds with the proceeds of the Series A Bonds, in accordance with the provisions of the Prior Indenture and the Escrow Agreement between the City and MUFG Union Bank, N.A., as Escrow Bank. The City Council hereby approves the Escrow Agreement in the form on file with the City Clerk. The City Council hereby authorizes the City Manager to execute and deliver the Escrow Agreement for and in the name and on behalf of the City, in such form, together with any changes therein or additions thereto deemed advisable by the Finance Director upon consultation with Bond Counsel. The City Council hereby authorizes the delivery and performance by the City of the Escrow Agreement. Resolution No. 15-74 Page 3 of 7 SECTION 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter or its order in accordance with written instructions executed on behalf of the City by the City Manager, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter or its order in accordance with the Bond Purchase Agreement, upon payment of the purchase price therefor. SECTION 3. Sale of the Bonds. This City Council hereby approves the sale of the Bonds to the Underwriter. The Bond Purchase Agreement, in the form on file with the City Clerk, is hereby approved and the City Manager is hereby authorized and directed to execute the Bond Purchase Agreement in said form, with suchtchanges;insertions and omissions as may be approved by the Finance Director, provided'that the initial aggregate principal amount of the Series A Bonds and the initial principal amount of the Series B Bonds do not exceed the respective amounts described in Section 1 of this Resolution, the net interest cost of the Bonds is not in excess of 5.0%, and the Underwriter's discount(without regard to any original issue discount) is not in excess of 1.0% of the principal amount of the Bonds. The City Council hereby finds and determines that (i) the issuance of the Bonds should 111 proceed for the public policy reason that, as a result of such issuance, the annual special taxes to be levied in the District will be lower than if the refunding contemplated with the proceeds of the Series A Bonds did not occur, and the District will provide financing needed for the completion of Facilities authorized to be funded by the District; and (ii)the sale of the Bonds by negotiated sale to the Underwriter as contemplated by the Bond Purchase Agreement will result in a lower overall cost. SECTION 4. Official Statement. This City Council hereby approves the preliminary official statement for the Bonds (the "Preliminary Official Statement") in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director. The City Council authorizes and directs the City Manager, on behalf of the City and the District, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule")the Preliminary Official Statement prior to its distribution by the Underwriter to prospective purchasers of the Bonds. The Underwriter, on behalf of the City and the District, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. The Finance Director is hereby authorized and directed to assist the Disclosure Counsel in causing the Preliminary Official Statement to be brought into the form of final official statement (the "Final Official Statement"), and the City Manager is hereby authorized to Resolution No. 15-74 Page 4 of 7 execute the Final Official Statement and a statement that the facts contained in the Final 111 Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and do not, as of the date of delivery of the Bonds contain any untrue statement of material fact with respect to the City or the District or omit to state material facts with respect to the City or the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by the City Manager of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Finance Director and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City. The Final Official Statement, when.prepared, is approved for distribution in connection with the offering and sale of the Bonds. SECTION 5. Continuing Disclosure Agreement. The Continuing Disclosure Agreement, in the form on file with the City Clerk, is hereby approved. The City Manager is hereby authorized to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Finance Director, the approval of such changes to be conclusively evidenced by the execution in order to finance public improvements authorized to be funded by the District (the "Facilities"); and delivery by the City Manager of the Continuing Disclosure Agreement. SECTION 6. Foreclosure Covenant. The City hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. SECTION 7. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the Prior Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. In furtherance of the foregoing, the Finance Director is hereby authorized to obtain municipal bond insurance and a reserve fund insurance policy for the Bonds, and to approve changes to the documents approved by this Resolution as required in connection therewith if the Finance Director, with the assistance of the City's Financial Advisor for the Bonds, determines that the provision of such insurance is economic in the circumstances. Resolution No. 15-74 Page 5 of 7 Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 8. Effective Date. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin held on the 3rd day of November, 2015. // je„ CHARLES E. PUCKETT, Mayor ATTEST: ERICA N. RABE, City Clerk 1 Resolution No. 15-74 Page 6 of 7 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN I, Erica N. Rabe, 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 is five; that the above and foregoing Resolution No. 15-74 was duly and regularly passed and adopted at a regular meeting of the City Council held on the 3rd day of November 2015 by the following vote: COUNCILPERSONS AYES: Puckett, Nielsen, Gomez, Murray, Bernstein (5) COUNCILPERSONS NOES: None (0) COUNCILPERSONS ABSTAINED: None (0) COUNCILPERSONS ABSENT: None (0) ERICA N. RABE, City Clerk 111 Resolution No. 15-74 Page 7 of 7