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HomeMy WebLinkAboutCC RES 98-0741 RESOLUTION NO. 98-74 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY 3 OF TUSTIN AUTHORIZING THE ISSUANCE OF NOT TO 4 EXCEED $4,195,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF TUSTIN LIMITED OBLIGATION 5 IMPROVEMENT BONDS REASSESSMENT DISTRICT NO. 95-2 (TUSTIN RANCH), FIXED RATE BONDS, GROUP 6 TWO, APPROVING THE EXECUTION AND DELIVERY OF 7 A THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT, A BOND PURCHASE AGREEMENT AND A 8 CONTINUING DISCLOSURE AGREEMENT (SERIES C) AND THE PREPARATION OF AN OFFICIAL STATEMENT 9 AND OTHER MATTERS RELATED THERETO 10 11 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 12 Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Series A (the 13 "Series A Bonds") in the aggregate principal amount of $41,500,000; 14 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 15 and the Fiscal Agent, and a Second Supplemental Fiscal Agent Agreement, dated as of November 1, 1997, by and between the City and the Fiscal Agent (as so amended and supplemented, the 16 "Second Amended Original Agreement") (all capitalized terms used in these recitals shall have 17 the meanings ascribed thereto in the "Second Amended Original Agreement"); 18 WHEREAS, the Series A Bonds were originally issued as Adjustable Rate Bonds; 19 WHEREAS, in accordance with the provisions of the Second Amended Original 20 Agreement, all or a portion of the Series A Bonds may, and in certain circumstances are required to be, converted to Fixed Rate Bonds; 21 WHEREAS, $3,647,741.53 aggregate principal amount of Series A Bonds are now being 22 converted to Fixed Rate Bonds (the "Group Two Fixed Rate Bonds"); 23 WHEREAS, the Second Amended Original Agreement provides that the Second Amended Original Agreement and the rights and obligations of the City, the Fiscal Agent and the 24 Owners of Fixed Rate Bonds, but only as such rights and obligations relate solely to such Fixed 25 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 26 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; 27 28 1 WHEREAS, the City desires to ,amend and modify the Second Amended Original Agreement with respect to certain of the rights and obligations relating solely to Group Two 2 Bonds as of Conversion Date for the Group Two Fixed Rate Bonds; 3 WHEREAS, the Second Amended Original Agreement provides that, in connection with 4 the conversion of each group of Series A Bonds to Fixed Rate Bonds pursuant to the Second Amended Original Agreement, the City may, subject to the requirements of the Act, by 5 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 6 amount as shall be determined by the City in said Supplemental Agreement, but only upon 7 compliance by the-City with the provisions of the Second Amended Original Agreement; 8 WHEREAS, in connection with the conversion of the Group Two Fixed Rate Bonds, the City desires to establish an additional Series of Bonds (the "Series Two Bonds", together with the 9 Group Two Fixed Rate Bonds, the "Group Two-Bonds") for one or more of the purposes 10 specified in the Second Amended Original Agreement; and 11 WHEREAS, the Bonds of such additional Series (the ',Series Two Bonds") are to be issued in an aggregate principal amount of not to exceed $547,000; 12 WHEREAS, in order to provide for the authentication and delivery of the Group Two 13 Fixed Rate Bonds and the Series Two Bonds (collectively, the "Group Two Bonds"), to establish 14 and declare the terms and conditions upon which the Group TwO Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, 15 the City proposes to enter into a Third Supplemental Fiscal Agent Agreement with the Fiscal Agent (such Third Supplemental Fiscal Agent Agreement, in the form presented to this meeting, 16 with such changes, insertions and omissions as are made pursuant to this Resolution, being 17 referred to herein as the "Third Supplemental Agreement"); 18 WHEREAS, the Tustin Public Financing Authority (the "Authority") intends to isgue its Revenue Bonds (Tustin Ranch), Series C (the "Authority Bonds"), and use a portion of the 19 proceeds of the sale thereof to purchase the Group Two Bonds from the City; 20 WHEREAS, the Authority has presented the City with a proposal, in the form of a Bond 21 Purchase Agreement, to purchase the Group Two Bonds (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant 22 to this Resolution, being referred to herein as the "Bond Purchase Agreement"); 23 WHEREAS, PaineWebber Incorporated, as underwriter (the 'Underwriter"), has submitted to the Authority a proposal to purchase the Authority Bonds; 24 25 WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Kule 15c2-12") requires that, in order to be able to purchase or sell the Authority Bonds, the 26 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 27 disclosure of certain financial information and certain material events on an ongoing basis; 28 -2- 1 WHEREAS,~ in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Agreement (Series C) with State Street Bank and Trust Company of 2 California, N.A., as Trustee for the Authority Bonds (such Continuing Disclosure Agreement 3 (Series C), in the form presented io this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure 4 Agreement"); 5 WHEREAS, there have been prepared and submitted to this meeting forms of: 6 (a) the Third Supplemental Agreement; 7 Co) the Bond Purchase Agreement; 8 (c) the Continuing Disclosure Agreement; and 9 (d) the Preliminary Official Statement to be used in connection with the offering and 10 sale of the Authority Bonds, which contains certain information about the City, the Second Amended Original Agreement, the Third Supplemental Agreement, the Group Two Bonds, the 11 City's Reassessment District No. 95-1, the City's Reassessment District No. 95-2 and the 12 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, 13 being referred to herein as the "Preliminary Official Statement"); and 14 WHEREAS, the City desires to proceed to issue and sell the Group Two Bonds and to 15 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 Two Bonds; 16 NOW, THEREFORE, BE IT RESOLVED by the City Council the City of Tustin as 1.7 follows: 18 Section 1. Subject to the provisions of Section 2 hereof, the conversion and issuance of 19 the Group Two Fixed Rate Bonds, in the-aggregate principal mount of not to exceed $4,195,000, and the issuance of the Series Two Bonds, in the aggregate principal amount of not to exceed 20 $547,000 on the terms and conditions set forth in, and subject to the limitations specified in, the Second Amended Original Agreement, as amended and supplemented by the Third Supplemental 21 Agreement (as so amended and supplemented, the "Fiscal Agent Agreement"), are hereby 22 authorized and approved. The Group Two 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 23 Fiscal Agent Agreement. 24 Section 2. The Third 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. 25 The Mayor of the City, the Mayor Pro Tem of the City, or such other member of the City Council 26 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 27 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 Third 28 -3- 1 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 2 or approval to be conclusively evidenced by the execution of the Third Supplemental Agreement 3 by such Authorized Officer; provided, however, that such changes, insertions. and omissions shall not authorize an aggregate principal amount of Group Two Bonds in excess of $4,195,000, shall 4 not result in a final maturity date of the Group Two Bonds later than September 2, 2013 and shall not result in a true interest cost on the Group Two Bonds in excess of 8.17%. 5 Section 3. The Bond Purchase Agreement, in substantially the form submitted to this 6 meeting and made a part hereof as though set forth in full herein, be and the same is hereby 7 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 8 presented to this meeting, with such changes, insertions and omissions as the Authorized Officer 9 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; 10 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 11 Group Two Bonds in excess of 1.5% of the aggregate principal amount of the Group Two Bonds. 12 Section 4. The Continuing Disclosure Agreement, in substantially the form submitted to 13 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 14 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 15 Officer executing the same may require or approve, such requirement or approval to be 16 conclusively evidenced by the execution of the Continuing Disclosure Agreement by such Authorized Officer. 17 Section 5. The Preliminary Official Statement, in substantially the form presented to this 18 meeting and made a part hereof as though set forth in full herein, with such changes therein as 19 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 20' 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 21 the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12. 22 Section 6. The preparation and delivery of a final Official Statement (the "Official 23 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 24 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 25 and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and 26 directed to execute the final Official Statement, and any amendment or supplement thereto, for and in the name of the City. 27 Section 7. The Authorized Officers are hereby authorized and directed to investigate, or 28 cause to be investigated, the availability and economic viability of bond insurance for the Group 1 Two 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. 2 Section 8. The Authorized Officers are, and each of them hereby is, authorized and 3 directed to execute and deliver any and all documents and instruments and to do and cause to be 4 done any and all acts and things necessary or proper for carrying out the issuance of the Group Two Bonds and the transactions contemplated by the Fiscal Agent Agreement, the Bond Purchase 5 Agreement, the Continuing Disclosure Agreement, the Official Statement and this Resolution. 6 Section 10. All actions heretofore taken by the officers and employees of the City with 7 respect to the issuance and sale of the Group Two Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approve& confirmed and ratified. 8 Section 11. This Resolution shall take effect immediately upon its adoption. 9 APPROVED and ADOPTED by the City Council of the City of Tustin on August 17, 10 1998. 12 /" Mayor 13 ATTEST: 14 17 ~ 1 18 19 20 21 22 23 24 25 26 27 28 -5- 1 STATE OF CALIFORNIA ) ) ss 2 COUNTY OF ORANGE ) 3 4 I, Pamela Stoker, City Clerk of the City of Tustin, 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 5 of said City duly and regularly held at the regular meeting place thereof on August 17, 1998, of 6 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 roll 7 call vote: 8 AY]ES: COUNCIL 1VIB1VIBERS: SALTARELLI, WORLEY, DOYLE, POTTS, THOMAS 9 10 NOES: COUNCIL MEMBERS: NONE 11 12 ABSENT: COUNCIL MEMBERS: NONE 13 An agenda of said meeting was posted at least 72 hours before said meeting at 300 14 Centennia] Way, Tustin, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeared on said agenda. 15 I further certify that I have carefully compared the same with the origina] minutes of said 16 meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct 17 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 18 same is now in fuJI force and effect. 19 Dated: Aug. 18 , 1998 20 22 City Clerk 23 24 25 26 27 28