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HomeMy WebLinkAboutCC RES 25-38Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 RESOLUTION NO. 25-38 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF TUSTIN COMMUNITY FACILITIES DISTRICT NO. 2014-1 (TUSTIN LEGACY/STANDARD PACIFIC), AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX REFUNDING BONDS, SERIES 2025 IN A PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Tustin (the "City"), located in Orange County, California (hereinafter sometimes referred to as the "legislative body of the District"), has heretofore undertaken proceedings to form City of Tustin Community Facilities District No. 2014-1 (Tustin Legacy/Standard Pacific) ("CFD No. 2014-1" or the "District") pursuant to the terms and provisions of the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the California Government Code (the "Act"); and WHEREAS, CFD No. 2014-1 is authorized to issue bonds to refund outstanding bonds if such refunding results in savings to the District in accordance with the Act; and WHEREAS, the City of Tustin, on behalf of CFD No. 2014-1, previously issued its $27,665,000 City of Tustin Community Facilities District No. 2014-1 (Tustin Legacy/Standard Pacific) Special Tax Bonds, Series 2015A (the "Prior Bonds") to finance certain capital improvements in CFD No. 2014-1; and WHEREAS, the legislative body of the District now desires to refund the Prior Bonds through the issuance of bonds in an aggregate principal amount not to exceed $25,000,000 designated as the "City of Tustin Community Facilities District No. 2014-1 (Tustin Legacy/Standard Pacific), Special Tax Refunding Bonds, Series 2025" (the "2025 Bonds"); and WHEREAS, in order to affect the issuance of the 2025 Bonds, the legislative body of the District desires to enter into a Bond Indenture (the "Local Obligation Bond Indenture"), with The Bank of New York Mellon Trust Company, N.A., as trustee, in substantially the form presented herewith; and WHEREAS, in order to effect the refunding and redemption of the Prior Bonds, the legislative body of the District desires to enter into an escrow agreement (the "Escrow Agreement"), with The Bank of New York Mellon Trust Company, N.A., as escrow agent, in substantially the form presented herewith; and WHEREAS, the legislative body of the District has determined in accordance with section 53360.4 of the Act that a negotiated sale of the 2025 Bonds to the Tustin Resolution 25-38 Page 1 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 Financing Authority (the "Authority") in accordance with the terms of a bond purchase agreement (the "Bond Purchase Agreement") to be entered into by and among the Authority, CFD No. 2014-1, City of Tustin Community Facilities District No. 06-1 (Tustin Legacy/Columbus Villages), and Stifel, Nicolaus & Company, Incorporated, as underwriter (the "Underwriter") of the Authority Bonds (defined below) approved as to form by this legislative body herein will result in a lower overall cost to CFD No. 2014-1 than a public sale; and WHEREAS, 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 "JPA Act"), and is authorized pursuant to Article 4 of the JPA 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 2025 Bonds will be sold to the Authority, together with other local obligations, and the Authority will sell its revenue bonds (the "Authority Bonds") to provide funds for its purchase of the 2025 Bonds and other local obligation; WHEREAS, the City Council of 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 District, and the sale and issuance of the 2025 Bonds as contemplated by this Resolution comply with the Debt Management Policy; WHEREAS, the legislative body of the District has duly noticed and held a public hearing and hereby determines that it is prudent in the management of its fiscal affairs to issue the 2025 Bonds and that the issuance of the 2025 Bonds will result in significant public benefits of the type described in Section 6586 of the Act; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TUSTIN, ACTING AS THE LEGISLATIVE BODY OF THE DISTRICT, AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Following a duly noticed and conducted public hearing, the legislative body of the District hereby finds and determines that there are significant public benefits to the citizens of the City through the use of the Act to assist the City with respect to the subject matter hereof through the approval of the issuance of the 2025 Bonds and otherwise hereunder within the meaning of Section 6586(a)-(d), inclusive, of the Bond Law, in that the issuance of the 2025 Bonds and related transactions will result in demonstrable savings in effective interest rate to the District and more efficient delivery of local agency services to residential and commercial development. Section 2. The legislative body of the District is authorized pursuant to the Act to issue the 2025 Bonds for the benefit of CFD No. 2014-1 for purposes set forth herein and to take the necessary steps to refund and redeem the Prior Bonds. Resolution 25-38 Page 2 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 Section 3. The issuance of the 2025 Bonds in an aggregate principal amount not to exceed $25,000,000 is hereby authorized with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the 2025 Bonds. The 2025 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 CFD No. 2014-1 in accordance with Section 6 hereof. The 2025 Bonds shall be governed by the terms and conditions of the Local Obligation Bond Indenture presented at this meeting. The Local Obligation Bond Indenture shall be prepared by Bond Counsel to CFD No. 2014-1 and executed by one or more of the City Manager, the Assistant City Manager, the Finance Director and the City Clerk of the City, and any designee thereof (collectively, the "Authorized Officers") substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 6 hereof, to conform any provisions therein to the Bond Purchase Agreement and the Official Statement for the Authority Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Local Obligation Bond Indenture by one or more Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Local Obligation Bond Indenture. In satisfaction of the requirements contained in section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) the 2025 Bonds shall bear the date, be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Local Obligation Bond Indenture, (2) the 2025 Bonds will bear interest at the maximum true interest cost of 5.00% per annum, and (3) the designated cost of issuing the 2025 Bonds, as defined by section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c) of the Act. In satisfaction of the requirements contained in section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2025 Bonds shall be used to reduce special taxes of CFD No. 2014-1 in accordance with the Act. Section 4. The 2025 Bonds shall be executed on behalf of CFD No. 2014-1 by the manual or facsimile signature of the Mayor of the City and attested with the manual or facsimile signature of the City Clerk. The Bank of New York Mellon Trust Company, N.A., is hereby appointed to act as trustee for the 2025 Bonds. Section 5. The covenants set forth in the Local Obligation Bond Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed Resolution 25-38 Page 3 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by CFD No. 2014-1 and its officers. Section 6. The form of the Bond Purchase Agreement presented at this meeting is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of CFD No. 2014-1, to execute the Bond Purchase Agreement substantially in the form approved, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2025 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the interest rate on the 2025 Bonds is such that the principal and total net interest cost to maturity on the 2025 Bonds is less than the principal and total net interest cost to maturity on the Prior Bonds; and (ii) the net present value of the debt service savings resulting from the issuance of the 2025 Bonds is equal to or greater than three percent (3.00%) of the principal amount of the Prior Bonds being refunded. Section 7. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereby approved, and the Underwriter is 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 or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. The Underwriter is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof. Section 8. The form of the Escrow Agreement presented at this meeting is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of CFD No. 2014-1, to execute and the City Clerk, or her written designee, is authorized to attest to the Escrow Agreement, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes to conform to the final pricing of the escrow investments and to clarify any ambiguities; provided that the form of Escrow Agreement may be modified to conform to federal tax law requirements or to achieve further savings, with the advice and assistance of Bond Counsel, such approval to be conclusively evidenced by the execution of the Escrow Agreement by an Authorized Officer. The Bank of New York Mellon Trust Company, N.A., is hereby appointed to act as Escrow Agent under the Escrow Agreement. Section 9. In accordance with the requirements of section 53345.8 of the Act, the legislative body of the District hereby determines that the assessed value of the real property in CFD No. 2014-1 subject to the special tax to pay debt service on the 2025 Resolution 25-38 Page 4 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 Bonds is at least three times the principal amount of the 2025 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within CFD No. 2014-1. Section 10. Each of the Authorized Officers is authorized, but not required, to cooperate with the Authority so that the Authority may obtain a rating of the Authority Bonds from a nationally recognized rating service and to obtain a municipal bond insurance policy guaranteeing payment of principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to revise any of the documents referenced herein, or any related documents, to incorporate any provisions required in order to obtain such a municipal bond insurance policy and/or a debt service reserve policy. Section 11. The City Manager, the Director of Finance or their written designee, are authorized to provide for all services necessary to effect the issuance of the 2025 Bonds. Such services shall include, but not be limited to, obtaining legal services, trustee services and any other services deemed appropriate as set forth in a certificate of the City Manager, the Director of Finance or their written designee. The City Manager, the Director of Finance or their written designee, are authorized to pay for the cost of such services, together with other costs of issuance from 2025 Bond proceeds, including premium costs for a municipal bond insurance policy and for a debt service reserve policy. Section 12. The Authorized Officers are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2025 Bonds in accordance with the provisions of this Resolution, the fulfillment of the purposes of the 2025 Bonds as described in the Local Obligation Bond Indenture, including, but not limited to modifying the documents approved by this Resolution to reflect any provisions required by the bond insurer for the Authority Bonds, if any, certifying as to the accuracy of information in the Preliminary Official Statement and the final Official Statement relating to CFD No. 2014- 1 and executing and delivering any amendments to the documents for the Prior Bonds. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 13. With the passage of this Resolution, City Council, acting as the legislative body of the District, hereby confirms that the District has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the District's financing described in this Resolution and its obligations under the 2025 Bonds and the Local Obligation Bond Indenture as contemplated by this Resolution are in compliance with the Debt Management Policy, and to the extent the sale and issuance of the 2025 Bonds and the execution and delivery of the Local Obligation Bond 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 Resolution 25-38 Page 5 of 7 Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 LLP, as Bond Counsel, on behalf of the District, with respect to the 2025 Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the 2025 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. Section 14. The City Council, acting as the legislative body of the District, 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 15. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council, acting as the legislative body of the District, at a regular meeting held on the 20th day of May 2025. CITY COUNCIL OF THE CITY OF TUSTIN, acting as the legislative body of the District [—Signed by: AUS -BARD, Mayor ATTEST: DS Signed by: fV. Lw. F00- ERItA0Dff.114rA,SUDA, City Clerk APPROVED AS TO FORM: F cuSigned by: Z179 DA 8EF3KL9gDIG, City Attorney Resolution 25-38 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, 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. 25-38 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 20t" day of May, 2025, by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: COUNCILMEMBER RECUSED: Signed by: [6DS, tnca aSu a ERI °DP4°'i[JDA, City Clerk Resolution 25-38 Page 7 of 7 Lumbard. Nielsen. Gallaaher. Schnell. Fink (5 (0) (0) (0) (0) Docusign Envelope ID: 37DEC674-6C6C-4297-80C0-0366CE27AAF6 EXHIBIT A SB 450 GOOD FAITH ESTIMATES City of Tustin Community Facilities District No. 2014-1 (Tustin Legacy/Standard Pacific) Special Tax Refunding Bonds, Series 2025 SB 450 Summary / Government Code 5852.1 Total Estimated Principal Amount $ 22,390,000 Estimated Premium 1,663,471 Net Proceeds 24,053,471 A. True Interest Cost (TIC) of the 2025 Bonds 4.32% B. Sum of all fees and charges paid to 3rd parties(l) $ 355,139 C. Bond Proceeds Net of Reserves, Capitalized Interest and 3rd Party Fees and Charges $ 22,585,332 Net proceeds 24,053,471 Less Reserve Fund (1,113,000) Less Sum of all fees and charges paid to 3rd parties (355,139) Less Capitalized Interest N/A D. Total Payment Amount (Total Principal and Interest to Maturity) $ 37,345,528 * 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.