HomeMy WebLinkAboutCC RES 93-30 1
2
3
4
5
6
7
8
9
10
11
12
13,
I
17
18
22
2'3
9.7
28
CITY OF TUSTIN RESOLUTION NO. 93-30
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUSTIN, CALIFORNIA, APPROVING A TRUST
AGREEMENT, INSTALLMENT PURCHASE AGREEMENT AND
ESCROW AGREEMENT; ACCEPTING A BID FOR THE
PURCHASE OF ITS $11,500,000 WATER SYSTEM
REVENUE CERTIFICATES OF PARTICIPATION, 1993
SERIES REJECTING ALL OTHER BIDS; APPROVING
THE FORM OF THE OFFICIAL STATEMENT; AND TAKING
CERTAIN RELATED ACTION
WHEREAS, the City of Tustin (the "City") is a municipal
corporation organized and existing under the Constitution and laws
of the State of California: and
WHEREAS, the City of Tustin water Corporation (the
"Corporation") is a nonprofit public benefit corporation organized
and existing under the laws of the State of California with the
authority to assist the City in the financing of costs related to,
among other things, public improvements; and
WHEREAS, the city has proposed that the Corporation
assist the City in the financing of the acquisition of the water
system currently owned by the Corporation (the "Project"); and
WHEREAS, it has been proposed that the Corporation sell
the Project and that the City purchase such Project from the
Corporation pursuant to an 2nstailment Purchase Agreement, dated as
of April 1, 1993, by and between the City and the Corporation (the
"Installment Purchase Agreement"i, the proposed ~orm of which has
been presented to this City Council, pursuant to which the City
will agree to make certain purchase payments (the "Purchase
Payments") in connection therewith; and
WHEREAS, it has been proposed that the Corporation grant,
assign and transfer all of its right to receive the Purchase
Payments from the City tc Bank of America National Trust and
Savings Association, as Trustee (the "Trustee") pursuant to an
Assignment Agreement, dated as of April i, 1993, Dy and between the
Corporation and the Trustee (the "Assignment Agreement"); and
WHEREAS, the Corporation and the City have determined
that it would be in the bes% interests of the Corporation, the City
and the citizens of the city to authorize, pursuant to the Trust
Agreement, dated as of April i, 1993, by and among the Corporation,
the Trustee and the City (the "Trust Agreement"), the proposed ~orm
of which has been presented to this City Council, the preparation,
1
2
3
4
5
6
7
8
9
10
11
12
13
execution, sale and delivery of Water System Revenue Certificates
of Participation, !~93 Series, in an aggregate principal amount ~f
$!1,500,000 (the "Certificates"), which Certificates evidence and
represent direct and proportionate interests in the Principal
Components and interest Components of the Purchase Payments; and
WHEREAS, the city has determined that use of a portion of
the proceeds of the Certificates to refund bonds issued in 1983
relatin? to the Project will result in significant savings to the
City; and
WHEREAS, there has been presented to this City Council a
proposed form of Escrow Agreement, dated as of April 1, 1993, among
the City, the Corporation and the Trustee (the "Escrow Agreement");
and
WHEREAS, this City Council, in compliance with all
requirements of law has heretofore adopted, on March i, 1993,
Resolution No. 93-19 (the "Proposal Resolution"), entitled:
"Resolution of the City Council of the City of Tustin,
California Authorizing the Invitation of Proposals for
the Purchase of Not to Exceed $12,000,000 aggregate
Principal Amount of Certificates of Participation of Said
City; Approving the Notice inviting Bids and the Notice
of intention to Sell Certificates; and Authorizing the
Delivery of the Preliminary Official Statement and the
Publication of the Notice of Intention to Sell
Certificates and the Notice inviting Bids": and
15
16
17
WHEREAS, the City has determined that it is in the best
interest of the city and the citizens of the City to approve the
above ~ocuments and authorize and approve the transactions
contemplated thereby; and
WHEREAS, this City Council deems it necessary to sell at
this time the Certificates as authorized by the Proposal Resolution
and this Resolution.
NOW, THEREFORE, THE CITY COUNCIL OF THE CiTY OF TUSTIN,
CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows:
~9
Section 1. Approval of Documents. That the Trust
~0 Agreement, the Installment Purchase Agreement and the Escrow
Agreement presented to this City Council are hereby approved. The
Mayor, the City Manager, the Finance Directcr and the City Clerk
~] are authorized and directed for and in the name of the City to
execute' and deliver said agreements. The agreements shall be
~ executed in the forms hereby approved, with such additions thereto
and changes therein as are recommended or approved by Co-Special
~ Counsel to the City and approved by such Officers or any such
24
25
26
27
28
2
3
5
6
7
9
12
17~,
21
22
23
2711
28
.~cer, such approva ~o De conclusively ev,denced by the
execution and del/very thereo~.
section 2. Appointment of Trustee. That Bank of America
National Trust and Savings Association is hereby appointed as
Trustee on behalf of the owners of the Certificates with the duties
and powers of such Trustee as set forth in the Trust Agreement (as
executed and delivered).
Section 3. Compliance with Conditions Precedent. Ail
steps required to be taken precedent to the authorization, issuance
and sale of the Certificates have been duly and regular].}' taken as
provided by law.
Section 4. Notice of Intention to Sell Certificates and
Notice Inviting Bids. The Notice of Intention to Sell Certificates
(as approved by the City Council in the Proposal Resolution) was
published as required by law and the Notice Inviting Bids was
published as required by the Proposal Resciution. Pursuant to the
Notice Inviting Bids and the Notice of intention to Sell
Certificates, proposals have been received, opened, read and
examined.
Section 5. Successful Bidder. The proposal for the
purchase of the Certificates attached hereto and marked Exhibit A,
and by this reference incorporated herein, is the best bid for the
Certificates. Such proposal is hereby accepted in accordance with
the terms thereof, and in accordance with and subject to the
Proposal Resolution.
Section 6. Ail Other Proposals Rejected. Ail proposals
other than the one accepted pursuant tc Section 5 herecf are
rejected.
Section 7. Interest Rates on the Certificates. The
Certificates shall bear interest at the interest rates as set forth
in the accepted proposal.
Section S. Purchase Price for the Certificates. The
Certificates shall be delivered to the successful bidder upon
payment of the purchase price determined pursuant to the accepted
proposal and ~he Notice Inviting Bids, plus accrued interest from
April i, 1993 tc the date of delivery of the Certificates.
Section 9. Ratification. Ail actions and proceedings
heretofore taken in connection with the authorization, issuance and
sale of the Certificates are hereby ratified and confirmed.
Section 10. Official Statement Approved. A final
Official Statement (the "final Official Statement") in
substantially the form of the Preliminary Ot'ficiai Statement, with
2
3
4
5
6
7
8
9
11,
12
14
15!
18
20
22
23.
25
27
28
such changes thereto as are necessary to reflect the actual terms
of the Certificates and suck other changes as the Finance Director
or the City Clerk shall approve, is hereby approved, and the City
Council hereby approves the use of the final Official Statement by
the successful bidder in connection with the offering and sale of
the Certificates, and the City Council hereby further approves the
use by the successful bidder of any supplement or amendment to the
final Official Statement wkich is necessary so that the final
Official Statement does not include any untrue statement of a
material fact and does not cmit to state a material fact necessary
to make the statements therein not misleading.
Section 11. Official Statement Furnished. The Finance
Director and the Financial Advisor to the City for the issuance of
the Certificates are hereby authorized and directed to cause to be
furnished to the successful bidder a reasonable number of copies of
the Official Statement.
Section 12. General Authorization. The City Clerk, the
Finance Director and all authorized officers, deputy officers or
employees, consultants and counsel, are hereby authorized to do all
acts and things necessary or desirable in carrying out the
financing contemplated by the Trust Agreement, the Installment
Purchase Agreement, the Escrow Agreement, the Preposa! Resolution
and this Resolution.
Section 13. Effective Date. This Resolution shall take
effect upon its adoption.
ADOPTED, SIGNED AND APPROVED this 5th day of April, 1993.
'SEAL)
ATTEST:
~ayor
I
CLERK
STATE OF CALIFORKIA )
COUntY OF ORANGE ) ss.
CiTY OF ~JSTIN )
I, Mary Wyn~., City Clerk of the City of Tustin, do hereby certify
that the fore~oin~ Resolution No. 93-30 was introduced and adopted
at a regular meetin~ provided by law, of the City Council of the
City of Tustin held on the 5th day of April, 1993 by the following
vote of the members thereof:
AYES:
NOES:
ABSEA~:
COUNCIL MEMBERS:
COUNCIL MEMBERS:
COUNCIL MEMBERS:
Pontious, Ports, Puckert, Saltarei]i, Thomas
Kone
Kone
~ND i FURTHER certify that the Mayor of the City of Tustin si~ned
said Resolution No. 93-30 on the 5th day of April, 1993.
iN WZTA'ESS ~EREOF, I have hereunto set my hand and affixed the
seal of the City of Tustin this 5th day of April, 1993.
CiTY CLERK OF~HE CITY ~F TUSTIN
(SEAL)
i .Ma_~' Wynn, City Clerk of ,h. City of Tustin do hereby certify
that the fore~oin~ is the ori~ina! of Resolution No. 93-30 duly
passed and adopted by the Tustin City Council on April 5, 1993.
CITY CLER2{ OF THE OITY OF 5"JSTIN