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HomeMy WebLinkAboutCC RES 99-0941 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 99- 94 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $5,200,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF TUSTIN LIMITED OBLIGATION IMPROVEMENT BONDS REASSESSMENT DISTRICT NO. 95-2 (TUSTIN RANCH), FIXED RATE BONDS, GROUP THREE, APPROVING THE EXECUTION AND DELIVERY OF A FOURTH SUPPLEMENTAL FISCAL AGENT AGREEMENT, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT (SERIES D) AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of February 1, 1996 (the "Original Agreement"), by and between the City and the Fiscal Agent, the City issued its Limited Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Series A (the "Series A Bonds") in the aggregate principal amount of $41,500,000; WHEREAS, the Original Agreement was amended and supplemented pursuant to a First Supplemental Fiscal Agent Agreement, dated as of September 1, 1996, by and between the City and the Fiscal Agent, a Second Supplemental Fiscal Agent Agreement, dated as of November 1, 1997, by and between the City and the Fiscal Agent and a Third Supplemental Fiscal Agent Agreement, dated as of November 1, 1998, by and between the City and the Fiscal Agent (as so amended and supplemented, the "Third Amended Original Agreement") (all capitalized terms used in these recitals shall have the meanings ascribed thereto in the "Third Amended Original Agreement"); WHEREAS, the Series A Bonds were originally issued as Adjustable Rate Bonds; WHEREAS, in accordance with the provisions of the Third Amended Original Agreement, all or a portion of the Series A Bonds may, and in certain circumstances are required to be, converted to Fixed Rate Bonds; WHEREAS, $4,322,504.68 aggregate principal amount of Series A Bonds are now being converted to Fixed Rate Bonds (the "Group Three Fixed Rate Bonds"); WHEREAS, the Third Amended Original Agreement provides that the Third Amended Original Agreement and the rights and obligations of the City, the Fiscal Agent and the Owners of Fixed Rate Bonds, but only as such rights and obligations relate solely to such Fixed Rate Bonds, may be modified or amended, as of the Conversion Date for such Fixed Rate Bonds, by a Supplemental Agreement which the City and the Fiscal Agent may enter into without the consent of any Bond Owners, but only if such Fixed Rate Bonds have been remarketed by the Remarketing Agent with such modified or amended rights and obligations; nocs~.n~ szobsz.i r 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, the City desires to amend and modify the Third Amended Original Agreement with respect to certain of the rights and obligations relating solely to Group Three Bonds as of Conversion Date for the Group Three Fixed Rate Bonds; WHEREAS, the Third Amended Original Agreement provides that, in connection with the conversion of each group of Series A Bonds to Fixed Rate Bonds pursuant to the Third Amended Original Agreement, the City may, subject to the requirements of the Act, by Supplemental Agreement establish one or more Series of Bonds, and the City may issue and the Fiscal Agent may authenticate and deliver Bonds of any Series so established, in such principal amount as shall be determined by the City in said Supplemental Agreement, but only upon compliance by the City with the provisions of the Third Amended Original Agreement; WHEREAS, in connection with the conversion of the Group Three Fixed Rate Bonds, the City desires to establish an additional Series of Bonds (the "Series Three Bonds", together with the Group Three Fixed Rate Bonds, the "Group Three Bonds") for one or more of the purposes specified in the Third Amended Original Agreement; and WHEREAS, the Bonds of such additional Series (the "Series Three Bonds") are to be issued in an aggregate principal amount of not to exceed $877,495.32; WHEREAS, in order to provide for the authentication and delivery of the Group Three Fixed Rate Bonds and the Series Three Bonds (collectively, the "Group Three Bonds"), to establish and declare the terms and conditions upon which the Group Three Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the City proposes to enter into a Fourth Supplemental Fiscal Agent Agreement with the Fiscal Agent (such Fourth Supplemental Fiscal Agent 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 "Fourth Supplemental Agreement"); WHEREAS, the Tustin Public Financing Authority (the "Authority") intends to issue its Revenue Bonds (Tustin Ranch), Series D (the "Authority Bonds"), and use a portion of the proceeds of the sale thereof to purchase the Group Three Bonds from the City; WHEREAS, the Authority has presented the City with a proposal, in the form of a Bond Purchase Agreement, to purchase the Group Three Bonds (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 "Bond Purchase Agreement"); WHEREAS, PaineWebber Incorporated, as underwriter (the "Underwriter"), has submitted to the Authority a proposal to purchase the Authority Bonds; WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Authority Bonds, the Underwriter must have reasonably determined that an obligated person has undertaken in a written agreement or contract for the benefit of the holders of the Authority Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; DOCSLAI :320652.1 -2- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Agreement (Series D) with State Street Bank and Trust Company of California, N.A., as Trustee for the Authority Bonds (such Continuing Disclosure Agreement (Series D), 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 "Continuing Disclosure Agreement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Fourth Supplemental Agreement; (b) the Bond Purchase Agreement; (c) the Continuing Disclosure Agreement; and (d) the Preliminary Official Statement to be used in connection with the offering and sale of the Authority Bonds, which contains certain information about the City, the Third Amended Original Agreement, the Fourth Supplemental Agreement, the Group Three Bonds, the City's Reassessment District No. 95-1, the City's Reassessment District No. 95-2 and the proceedings relating thereto (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 City desires to proceed to issue and sell the Group Three 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 Group Three Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council the City of Tustin as follows: Section 1. Subject to the provisions of Section 2 hereof, the conversion and issuance of the Group Three Fixed Rate Bonds, in the aggregate principal amount of not to exceed $4,322,504.68, and the issuance of the Series Three Bonds, in the aggregate principal amount of not to exceed $877,495.32 on the terms and conditions set forth in, and subject to the limitations specified in, the Third Amended Original Agreement, as amended and supplemented by the Fourth Supplemental Agreement (as so amended and supplemented, the "Fiscal Agent Agreement"), are hereby authorized and approved. The Group Three 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 Fiscal Agent Agreement. Section 2. The Fourth Supplemental Agreement, 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 Mayor of the City, the Mayor Pro Tem of the City, or such other member of the City Council as the Mayor may designate, the City Manager of the City and the Director of Finance/Treasurer of the City, or such other officer of the City as the City Manager or the Director of Finance/Treasurer may designate (the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Fourth DOCSLA 1320652.1 -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Supplemental Agreement 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 Fourth Supplemental Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Group Three Bonds in excess of $5,200,000, shall not result in a final maturity date of the Group Three Bonds later than September 2, 2013 and shall not result in a true interest cost on the Group Three Bonds in excess of 8.17%. Section 3. The Bond 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 City, to execute and deliver the Bond 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 Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate purchaser's discount (not including any original issue discount) from the principal amount of the Group Three Bonds in excess of 1.5% of the aggregate principal amount of the Group Three Bonds. Section 4. The Continuing Disclosure 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 City, to execute and deliver the Continuing Disclosure 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 Continuing Disclosure Agreement by such Authorized Officer. Section 5. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part 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 Authority 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 City, to certify to the Underwriter that the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12. 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 Authority 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 maybe approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The 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 City. nocsr.n i :320652. ~ -4- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Group Three Bonds and/or the Authority Bonds and, if 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 Group Three Bonds and the transactions contemplated by the Fiscal Agent Agreement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Official Statement and this Resolution. Section 10. All actions heretofore taken by the officers and employees of the City with respect to the issuance and sale of the Group Three Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. Section 11. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the City Council of the City of Tustin on November 1, 11999. ATTEST: DOCSLAI X320652.1 -5- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) COUNTY OF ORANGE 1 ss I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on November 1, 1999, of which meeting all of the members of said City Council 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: COUNCIL MEMBERS: WORLEY, THOMAS, DOYLE, POTTS, SALTARELLI NOES: COUNCIL MEMBERS: rrorrE ABSENT: COUNCIL MEMBERS: rrorrE 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 Resolution 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, true 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: November 1, 1999 // C' y Clerk DOCSLA 1320652.1