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HomeMy WebLinkAboutCC RES 16-47RESOLUTION NO. 16-47 A RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF TUSTIN (ORANGE COUNTY, CALIFORNIA) 2016 WATER REFUNDING REVENUE BONDS, APPROVING THE FORM AND AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, AN ESCROW AGREEMENT, A BOND PURCHASE AGREEMENT, A PRELIMINARY OFFICIAL STATEMENT AND A CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING ACTIONS RELATED THERETO RESOLVED, by the City Council (the "Council") of the City of Tustin (the "City"), as follows: WHEREAS, the Tustin Public Financing Authority (the "Authority") has heretofore issued its $20,760,000 Tustin Public Financing Authority Water Revenue Bonds, 2011 Series A, of which $20,760,000 remains outstanding (the "2011 Bonds"), pursuant to an indenture of trust, dated as of May 1, 2011, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), for the purpose of financing the improvement, betterment, renovation and expansion of certain facilities within the City's municipal water enterprise (the "Enterprise"); WHEREAS, debt service on the 2011 Bonds is paid from revenues comprised of payments (the "2011 Installment Payments") made by the City under an installment sale agreement, dated as May 1, 2011, by and between the Authority and the City; WHEREAS, Article 10 of Chapter 3 of Part 1 of Division 2 of Title 5 (commencing with section 53570) of the California Government Code (the "Refunding Bond Law") authorizes the City to issue its refunding bonds for the purpose of refunding obligations of the City; WHEREAS, the City, after due investigation and deliberation, has determined that it is in the interests of the City at this time to provide for the issuance of bonds under the Refunding Bond Law to provide for the payment and prepayment of the 2011 Installment Payments and refunding of the 2011 Bonds; WHEREAS, to that end, the City has determined to issue its City of Tustin (Orange County, California) 2016 Water Refunding Revenue Bonds (the "2016 Bonds"), pursuant to an indenture of trust (the "Indenture"), by and between the City and the Trustee; WHEREAS, the 2016 Bonds will be secured by a pledge of the net revenues generated by the Enterprise, on a parity with installment sale agreements securing the Authority's outstanding Tustin Public Financing Authority 2012 Water Refunding Revenue Bonds and Tustin Public Financing Authority 2013 Water Revenue Bonds; Resolution No. 16-47 Page 1 of 5 WHEREAS, the firm of Hilltop Securities Inc. (the "Underwriter") has proposed to purchase and underwrite the 2016 Bonds; and WHEREAS, the Council has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: SECTION 1. Determination to Carry Out Refunding. The Council hereby determines to carry out the issuance and sale of the 2016 Bonds, the payment and prepayment of the Installment Payments and the refunding of the 2011 Bonds. SECTION 2. Issuance of the 2016 Bonds; Approval of Indenture. (a) The Council hereby authorizes the issuance of the 2016 Bonds. (b) The 2016 Bonds shall be issued pursuant to the Indenture. The Council hereby approves the Indenture in the form on file with the City Clerk, together with such non -material additions thereto and changes therein as the Mayor, the Mayor Pro Tem, the City Manager or the Finance Director, or any designee thereof (the "Designated Officers"), shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such non -material additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Indenture for and in the name and on behalf of the City. The Council hereby authorizes the delivery and performance of the Indenture. SECTION 3. Approval of Escrow Agreement. The Council hereby approves an escrow agreement (the "Escrow Agreement"), by and between the City and The Bank of New York Mellon Trust Company, N.A., as escrow bank, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer, desirable or appropriate, the execution of which by a Designated Officer shall be conclusive evidence of the approval of any such non -material additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Escrow Agreement for and in the name and on behalf of the City. The Council hereby authorizes the delivery and performance of the Escrow Agreement. SECTION 4. Sale of 2016 Bonds. The Council hereby approves the sale of the 2016 Bonds by negotiation with the Underwriter pursuant to a bond purchase agreement (the "Bond Purchase Agreement") in the form on file with the City Clerk, together with such non -material additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution Resolution No. 16-47 Page 2 of 5 of which by the City shall be conclusive evidence of the approval of any such non- material additions and changes, so long as the debt service on the 2016 Bonds, as compared to the debt service with respect to the 2011 Bonds, provides net present value savings to the City of at least 5%. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the City upon the submission of an offer by the Underwriter to purchase the 2016 Bonds, which offer is acceptable to a Designated Officer and consistent with the requirements of this Resolution. The amount of Underwriter's discount for the 2016 Bonds shall be not more than 0.5% of the par amount thereof (not taking into account any original issue discount on the sale thereof). SECTION 5. Official Statement. The Council hereby approves the Preliminary Official Statement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer. The Council authorizes and directs any Designated Officer to deem the Preliminary Official Statement "final" for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Any Designated Officer is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the 2016 Bonds, and a statement that the facts contained in the Final 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 2016 Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the 2016 Bonds, and does not, as of the date of delivery of the 2016 Bonds, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City 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 Designated Officers shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by any Designated Officer 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 2016 Bonds. SECTION 6. Continuing Disclosure Certificate. The Council hereby approves a continuing disclosure certificate (the "Continuing Disclosure Certificate"), in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer, the execution of which by Resolution No. 16-47 Page 3of5 the City shall be conclusive evidence of the approval of any such non -material additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Continuing Disclosure Certificate for and in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the Continuing Disclosure Certificate. SECTION 7. Official Actions. The Mayor, the Mayor Pro Tem, the City Manager, the Director of Finance, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the 2016 Bonds and the consummation of the transactions as described herein. SECTION 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin on the 16th day of August 2016. JO NIELSEN, Mayor ATTEST: & I - ERICA N. RABE, City Clerk Resolution No. 16-47 Page 4 of 5 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 of the City of Tustin is five; that the above and foregoing Resolution No. 16-47 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 16th day of August 2016 by the following vote: COUNCILMEMBER AYES: Nielsen, Bernstein, Gomez, Murray, Puckett (5) COUNCILMEMBER NOES: (0) COUNCILMEMBER ABSTAINED: (0) COUNCILMEMBER ABSENT: (0) d%k ERICA N. RABE, CITY CLERK Resolution No. 16-47 Page 5 of 5