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RESOLUTION NO. TPFA 98-1
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE TUSTIN PUBLIC FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$4,195,000 AGGREGATE PRINCIPAL AMOUNT OF
TUSTIN PUBLIC FINANCING AUTHORITY REVENUE
BONDS (TUSTIN RANCH), SERIES C, APPROVING THE
EXECUTION AND DELIVERY OF A SECOND
SUPPLEMENTAL INDENTURE OF TRUST AND BOND
PURCHASE AGREEMENTS AND THE PREPARATION OF
AN OFFICIAL STATEMENT AND OTHER MATTERS
RELATED THERETO
WHEREAS, the Tustin Public Financing Authority (the "Authority") was established for
the purpose, among others, of providing for the financing or refinancing of public capital
improvements of any local agency through the purchase by the Authority of obligations of such
local agency pursuant to a bond purchase agreement;
WHEREAS, pursuant to the Indenture of Trust, dated as of February 1, 1996 (the
"Original Indenture"), by and between the Authority and State Street Bank and Trust Company
of California, N.A., as trustee (the "Trustee"), the Authority issued its Revenue Bonds (Tustin
Ranch), Series A (the "Series A Bonds") in the aggregate principal amount of $35,705,000;
WHEREAS, the proceeds of the Series A Bonds were used to purchase $35,705,000
aggregate principal amount of City of Tustin Limited Obligation Improvement Bonds,
Reassessment District No. 95-1 (Tustin Ranch);
WHEREAS, the Original Indenture provides that, in order to provide the funds required
to acquire certain other fixed rate assessment bonds of the City of Tustin (the "City"), in addition
to the Series A Bonds, the Authority may, subject to the requirements of the Bond Law, by
Supplemental Indenture establish one or more Series of Bonds payable from Revenues on a
parity with the Series A Bonds and secured by a lien upon and pledge of Revenues equal to the
lien and pledge securing the Series A Bonds, and that the Authority may issue and the Trustee
may authenticate and deliver Bonds of any Series so established, in such principal amount as
shall be determined by the Authority in said Supplemental Indenture, but only upon compliance
by the Authority with the provisions of the Original Indenture;
WHEREAS, pursuant to the Original Indenture, as amended and supplemented by the
First Supplemental Indenture, dated as of November 1, 1997, by and between the Authority and
the Trustee, the Authority issued its Revenue Bonds (Tustin Ranch), Series B (the "Series B
Bonds"), in aggregate principal amount of $3,300,000 and the proceeds of the Series B Bonds
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were used to purchase $3,300,000 aggregate principal amount of City of Tustin Limited
Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Fixed Rate
Bonds, Group One;
WHEREAS, in order to refinance certain public capital improvements, the City of Tustin
(the "City") is issuing not to exceed $4,195,000 of its Limited Obligation Improvement Bonds,
Reassessment District No. 95-2 (Tustin Ranch), Fixed Rate Bonds, Group Two (the "Group Two
Bonds");
WHEREAS, the Authority desires to assist the City with the Group Two Bonds
refinancing by purchasing the Group Two Bonds from the City;
WHEREAS, in order to provide the funds necessary to purchase the Group Two Bonds
from the City, the Authority desires to authorize the issuance of the Tustin Public Financing
Authority Revenue Bonds (Tustin Ranch), Series C (the "Series C Bonds"), in an aggregate
principal amount of not to exceed $4,195,000;
WHEREAS, in order to provide for the authentication and delivery of the Series C
Bonds, to establish and declare the terms and conditions upon which the Series C Bonds are to be
issued and secured and to secure the payment of the principal thereof, premium, if any, and
interest thereon, the Authority proposes to enter into a Second Supplemental Indenture of Trust
with the Trustee (such Second Supplemental Indenture of Trust, 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 "Second Supplemental Indenture");
WHEREAS, the Authority proposes to purchase the Group Two Bonds pursuant to a
Bond Purchase Agreement between the City and the Authority (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 "City Purchase Agreement");
WHEREAS, the Authority has found and determined that the purchase of the Group+
Two Bonds by the Authority will result in substantial public benefits, namely,. the interest
savings with respect to the Group Two Bonds to be achieved by reason of the credit rating to be
assigned to the Series C Bonds;
WHEREAS, PaineWebber Incorporated (the "Underwriter") has presented the Authority
with a proposal, in the form of a Bond Purchase Agreement, to purchase the Series C Bonds from
the Authority (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 "Authority Purchase Agreement");
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Second Supplemental Indenture;
(b) the City Purchase Agreement;
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(c) the Authority Purchase Agreement; and
(d) the Preliminary Official Statement to be used in connection with the offering and
sale of the Series C Bonds (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 Authority desires to proceed to issue and sell the Series C 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 Series C Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Tustin
Public Financing Authority as follows:
Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Series C
Bonds, in the aggregate principal amount of not to exceed $4,195,000, on the terms and
conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby
authorized and approved. The Series C 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 Second
Supplemental Indenture, as the same shall be completed as provided in this Resolution.
Section 2. The Second Supplemental Indenture, 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 Chairperson of the Board of Directors, or such other member of the Board of
Directors as the Chairperson: may designate, the Executive Director of the Authority, the
Assistant Executive Director of the Authority and the Treasurer of the Authority (the
"Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the
name of the Authority, to execute and deliver the Second Supplemental Indenture 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 Second Supplemental Indenture by such Authorized Officer;
provided, however, that such changes, insertions and omissions shall not authorize an aggregate
principal amount of Series C Bonds in excess of $4,195,000, shall not result in a final maturity
date of the Series C Bonds later than September 2, 2013 and shall not result in a true interest cost
on the Series C Bonds in excess of 6.50%.
Section 3. The City 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 Authority, to execute and deliver the City 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 City Purchase Agreement by such Authorized Officer.
Section 4. The Authority 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
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approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the Authority, to execute and deliver the Authority 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 Authority Purchase Agreement by such
Authorized Officer, provided, however, that such changes, insertions and omissions shall not
result in an aggregate underwriter's discount (not including any original issue discount) from the
principal amount of the Series C Bonds in excess of 1.5% of the aggregate principal amount of
the Series C Bonds.
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 Series C 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 Authority, to certify to the Underwriter that
the Preliminary Official Statement has been "deemed final" for- purposes of Rule 15c2-12.
promulgated by the Securities and Exchange Commission.
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 Series C 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 may
be 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 Authority.
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 Seriesi
C Bonds and, if such insurance is determined to be cost effective, to select a bond insurer and tQ
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 Series C
Bonds and the transactions contemplated by the Indenture, the City Purchase Agreement, the
Authority Purchase Agreement, the Official Statement and this Resolution.
Section 9. All actions heretofore taken by the officers and employees of the Authority
with respect to the issuance and sale of the Series C Bonds, or in connection with or related to
any of the agreements or documents referenced herein, are hereby approved, confirmed and
ratified.
Section 10. This Resolution shall take effect immediately upon its adoption.
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APPROVED and ADOPTED by the Board of Directors of the Tustin Public Financing
Authority on August 17, 1998.
ATTEST:
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
I, Pamela Stoker, Secretary of the Tustin Public Financing Authority hereby certify that
the foregoing is a full, true and correct copy of a Resolution duly adopted at a meeting of the
Board of Directors of said Authority duly and regularly held on August 17, 1998, of which
meeting all of the members of said Board of Directors 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: DIRECTORS: SALTARELLI, WORLEY, DOYLE, POTTS, THOMAS
NOES: DIRECTORS: NONE
ABSENT: DIRECTORS: NONE
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: Aug. 18 , 1998
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Secretary