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HomeMy WebLinkAboutTUSTIN FINANCE AUTHORITY 25-01Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 TUSTIN FINANCING AUTHORITY RESOLUTION NO. 25-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TUSTIN FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX REVENUE REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $63,000,000 AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Tustin Financing Authority (the "Authority") is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for capital improvements of member entities of the Authority and other local agencies; and WHEREAS, the City of Tustin Community Facilities District No. 2014-1 (Tustin Legacy/Standard Pacific) ("CFD No. 2014-1 ") previously issued the $27,665,000 City of Tustin Community Facilities District No. 2014-1 (Tustin Legacy/Standard Pacific) Special Tax Bonds, Series 2015A (the "Prior CFD No. 2014-1 Bonds"); and WHEREAS, the City of Tustin, on behalf of the City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Village) ("CFD No. 06-1" and together with CFD No. 2014-1, the "Community Facilities Districts"), previously issued the $49,740,000 City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Village) Special Tax Refunding Bonds, Series 2015A (the "Prior CFD No. 06-1 Series A Bonds"); and WHEREAS, the City of Tustin, on behalf of CFD No. 06-1, also previously issued the $2,735,000 City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Village) Special Tax Bonds, Series 2015B (the "Prior CFD No. 06-1 Series B Bonds" and, with the Prior CFD No. 2014-1 Bonds and the Prior CFD No. 06-1 Series A Bonds, the "Prior Bonds"); and WHEREAS, as a result of favorable conditions in the municipal bond market, the Authority and each of the Community Facilities Districts desire to refund the Prior Bonds; and WHEREAS, the Authority, for the purpose of acquiring special tax refunding bonds of each of the Community Facilities Districts (the "Local Obligations"), the proceeds of which will be utilized to defease and refund the Prior Bonds, has determined to issue its Special Tax Revenue Refunding Bonds, Series 2025 (the "Authority Bonds") pursuant to and secured by the Indenture (as defined below) providing for the issuance of the Authority Bonds, all in the manner provided therein; and Tustin Finance Authority Resolution 25-01 Page 1 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 WHEREAS, the Authority Bonds will be secured by debt service payments paid with respect to the Local Obligations, the payment of which will be secured by special tax liens on taxable property within the respective Community Facilities Districts; and WHEREAS, for this financing there has been filed with the Secretary of the Board of Directors of the Authority the forms of the following documents to be executed by the Authority with respect to the issuance of the Authority Bonds, which documents the Board desires to approve for execution as described herein: (1) The Indenture of Trust (the "Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee; (2) The Bond Purchase Agreement, to be dated the date of sale, by and among Stifel, Nicolaus & Company, Incorporated, as underwriter (the "Underwriter"), the Community Facilities Districts, and the Authority (the "Bond Purchase Agreement"); (3) The Escrow Agreement for the Prior CFD No. 2014-1 Bonds by and among the Authority, The Bank of New York Mellon Trust Company, N.A., as escrow agent, and CFD No. 2014-1; (4) The Escrow Agreement for the Prior CFD No. 06-1 Series A Bonds and the Prior CFD No. 06-1 Series B Bonds by and among the Authority, U.S. Bank Trust Company, National Association, as escrow agent, and CFD No. 06-1; (5) The preliminary Official Statement for the Authority Bonds (the "Preliminary Official Statement"); and (6) The Continuing Disclosure Agreement to be executed and delivered by the Authority (the documents described in (1) through (4) above and the Continuing Disclosure Agreement are collectively referred to herein as the "Authority Documents"). WHEREAS, the City Council of the City of Tustin (the "City") has adopted a Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the "Debt Management Policy"), which Debt Management Policy is by this Resolution hereby adopted by the Authority, and the sale and issuance of the Authority Bonds as contemplated by this Resolution comply with the Debt Management Policy; WHEREAS, the Community Facilities Districts have held duly noticed public hearings regarding the issuance of the Authority Bonds to purchase the Local Obligations and determined that such financing will result in significant public benefits of the type described in section 6586 of the Bond Law; and WHEREAS, the Authority has determined and hereby finds that the issuance of the Authority Bonds and the acquisition of the Local Obligations will result in significant public benefits of the type described in section 6586 of the Bond Law; and Tustin Finance Authority Resolution 25-01 Page 2 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TUSTIN FINANCING AUTHORITY, AS FOLLOWS: Section 1. Each of the above recitals is true and correct and is adopted by the Board of Directors. The Board of Directors has determined and hereby finds that the Authority's execution and delivery of the Authority Bonds will result in significant public benefits of at least one of the types described in Section 6586 (a) through (d), inclusive, of the Act. Section 2. The Authority Bonds shall be issued in an aggregate principal amount not to exceed $63,000,000 with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 4 below. The Authority Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the Authority in accordance with Section 4 below. The scheduled payments of principal and interest on the Authority Bonds shall be structured to equal the scheduled payments of principal and interest on the Local Obligations. The Authority Bonds shall be issued under the terms of the Indenture, the form of which is on file with the Secretary of the Authority. The form of the Indenture on file with the Secretary of the Authority is hereby approved and each of the Chairman of the Authority, or such other member of the Board of Directors as the Chairman may designate, the Executive Director of the Authority, the Treasurer of the Authority and the Secretary of the Authority, and any designee thereof (collectively, the "Authorized Officers"), is hereby authorized to execute the Indenture, in the form hereby approved, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to accomplish the issuance of the Authority Bonds as contemplated by this Resolution. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Indenture by one or more of such Authorized Officers. Section 3. The Authority Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chairman of the Authority and attested with the manual or facsimile signature of the Secretary of the Authority. The Bank of New York Mellon Trust Company, N.A. is hereby appointed to act as the trustee for the Authority Bonds under the Indenture. If the Executive Director determines at any time while the Authority Bonds are outstanding that another bank should be selected to act as trustee for the Authority Bonds, in order to ensure the efficient administration of the Authority Bonds, then the Executive Director, or his designee, is hereby authorized and directed to select and engage a bank or trust company meeting the requirements set forth in the Indenture to act as the trustee for the Authority Bonds under the terms of the Indenture. Section 4. The form of the Bond Purchase Agreement on file with the Secretary of the Authority is hereby approved; and each of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement in the form so approved, with such additions thereto and changes therein as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Authority Bonds as Tustin Finance Authority Resolution 25-01 Page 3 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 of the sale date or to cure any defect or ambiguity therein. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or more of such Authorized Officers; provided, however, that the Bond Purchase Agreement shall be signed only if the Underwriter's discount (exclusive of original issue discount) does not exceed 0.40% of the principal amount of the Authority Bonds. Each of the Executive Director, the Treasurer and their written designees is authorized to determine the day on which the Authority Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the Authority and may reject any terms presented by the Underwriter to the Authority if determined not to be in the best interest of the Authority. In the event the Executive Director or his written designee determines that the purchase of one or more of the Local Obligations will not result in sufficient net present value savings to a Community Facilities District or will not otherwise achieve the purposes of the Authority set forth in this Resolution, then the Local Obligations of such Community Facilities District shall not be purchased by the Authority, and the Authority Documents shall be amended to reflect that such Local Obligations will not be purchased by the Authority. Section 5. The form of the Continuing Disclosure Agreement on file with the Secretary of the Authority is hereby approved; and each of the Authorized Officers is authorized to execute the Continuing Disclosure Agreement in the form hereby approved, with such additions thereto and changes therein as the officers executing the same deem necessary to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission and to cure any ambiguity or defect therein. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement by one or more of such officers. Section 6. The form of the Preliminary Official Statement on file with the Secretary of the Authority is hereby approved; and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Executive Director of the Authority, or his written designee, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make the information therein accurate and not misleading. Each of the Authorized Officers is hereby authorized to execute a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Executive Director of the Authority, or his written designee, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the Authority as described above. Tustin Finance Authority Resolution 25-01 Page 4 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 Section 7. The Authorized Officers are hereby appointed as the authorized officers of the Authority for all purposes required to effect the issuance of the Authority Bonds and are hereby authorized, empowered, and directed, jointly and severally, to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the foregoing actions. Section 8. Each of the Authorized Officers is authorized, but not required, to obtain a rating of the Authority Bonds from a nationally recognized rating service. Each of the Executive Director and the Treasurer, or their respective written designees, acting alone, is hereby authorized to negotiate the terms of a commitment (the "Insurance Commitment") for bond insurance for some or all of the Authority Bonds and a commitment for a reserve fund surety bond or debt service reserve policy (the "Surety Commitment") for all or a portion of the Reserve Fund (as defined in the Indenture) from one or more municipal bond insurance companies (an "Insurer") and, if such officer determines that the acquisition of a bond insurance policy or a reserve fund surety bond or debt service reserve policy, or both, from an Insurer will result in net interest rate savings or will result in more annual debt service savings, to pay the premiums for such policy and surety bond or debt service reserve policy from the proceeds of the Authority Bonds and to amend the Authority Documents to the extent necessary to conform to the terms of the Insurance Commitment and the Surety Commitment. Each of the Authorized Officers, acting alone, is further authorized to execute a reimbursement agreement if required by the Surety Commitment. Section 9. The Authorized Officers are hereby authorized and directed to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance and sale of the Authority Bonds and otherwise to effectuate the purposes of this Resolution. Section 10. With the passage of this Resolution, the Authority hereby confirms that it has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the Authority's financing described in this Resolution and its obligations under the Authority Bonds and the Indenture as contemplated by this Resolution are in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Authority Bonds and the execution and delivery of the Indenture are not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the Authority, with respect to the Authority Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Authority Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the "Yes" box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855. Tustin Finance Authority Resolution 25-01 Page 5 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 Section 11. The Board acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are set forth in Exhibit A attached hereto. Section 12. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Board of Directors at a regular meeting held on the 20th day of May 2025. ATTEST: DS Signed by: `t vic& Y&SVJA ERI °`N6 YA'9 °JDA, Secretary APPROVED AS TO FORM: DocuSigned by: 7� Z,179 DA 8E F3KENDIG, City Attorney BOARD OF DIRECTORS OF THE TUSTIN FINANCING AUTHORITY Signed by: AUS f TOVIVARD, Chairman Tustin Finance Authority Resolution 25-01 Page 6 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Erica N. Yasuda, Secretary of the Tustin Financing Authority of the City of Tustin, California, do hereby certify that the whole number of the Board of the Tustin Financing Authority is five; that the above and foregoing Resolution No. 25-01 was duly passed and adopted at a regular meeting of the Tustin Financing Authority, held on the 20th day of May, 2025, by the following vote: COUNCILMEMBER AYES: Lumbard, Nielsen, Gallagher, Schnell, Fink(5) COUNCILMEMBER NOES: (0) COUNCILMEMBER ABSTAINED: (0) COUNCILMEMBER ABSENT: (0) COUNCILMEMBER RECUSED: (0) Signed by: DS ^^ �VtCa- aSup�a. �_ ERI Dtg14y�'SUDA, Secretary Tustin Finance Authority Resolution 25-01 Page 7 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 EXHIBIT A SB 450 GOOD FAITH ESTIMATES Tustin Financing Authority Special Tax Refunding Bonds, Series 2025 SB 450 Summary / Government Code 5852.1* Total Estimated Principal Amount $ 57,095,000 Estimated Premium 4,750,950 Net Proceeds 61,845,950 A. True Interest Cost (TIC) of the Authority Bonds 4.02% B. Sum of all fees and charges paid to 3rd parties(') $ 840,977 C. Bond Proceeds Net of Reserves, Capitalized Interest and 3rd Party Fees and Charges $ 58,361,930 Net proceeds 61,845,950 Less Reserve Fund (2,643,043) Less Sum of all fees and charges paid to 3rd parties (840,977) Less Capitalized Interest N/A D. Total Payment Amount (Total Principal and Interest to Maturity) $ 85,517,139 * Summary reflects good faith estimates as of 05/01/25 based on preliminary cash flows from Stifel, Nicolaus & Company, Incorporated as of 05/01/25 and all estimated costs associated with the financing; subject to change based on interest rates, market conditions, and other factors. (1) Costs of Issuance.