HomeMy WebLinkAboutTPFA 12-01TPFA RESOLUTION NO. 12-01
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF WATER REFUNDING REVENUE BONDS TO
REFINANCE IMPROVEMENTS TO THE CITY OF
TUSTIN'S MUNICIPAL WATER ENTERPRISE AND
APPROVING RELATED DOCUMENTS AND OFFICIAL
ACTIONS
The Tustin Public Financing Authority of the City of Tustin {the "Authority"} does hereby
resolve as follows:
WHEREAS, the City of Tustin {the "City"} and the Tustin Community
Redevelopment Agency have heretofore entered into a joint exercise of powers
agreement establishing the Authority for the purpose, among others, of issuing its bonds
to be used to provide financial assistance to the City;
WHEREAS, the City has de#ermined that, due to prevailing financial market
conditions, it is in the best interests of the City to refinance the acquisition and
construction of certain improvements and facilities to the City's municipal water
enterprise {the "Enterprise"} and, 'rn particular, to provide for the refunding of the City of
Tustin 2003 Refunding Water Revenue Bands, of which $10,425,000 is currently
outstanding {the "2003 Bonds"};
WHEREAS, for the purpose of raising funds necessary to provide such financial
assistance to the City, the Authority proposes to authorize the issuance of its revenue
bonds under the provisions of Article 4 {commencing with section 6584} of Chapter 5 of
Division 7 of Title 1 of the California Government Code {the "Act"}, designated as the
Tustin Public Financing Authority 2012 Refunding Water Revenue Bonds {the "Bonds"},
all pursuant to and secured by an indenture of trust {the "Indenture"}, by and between
the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee {the
"Trustee"};
WHEREAS, in order to provide far the repayment of the Bonds, the City will sell
certain Enterprise improvements to the Authority and the Authority will sell such
improvements back to the City pursuant to an installment sale agreement {the
"Installment Sale Agreement"}, under which the City will agree to make installment
payments to the Authority payable from the net revenues of the Enterprise which will be
calculated to be sufficient, in time and amount, to enable the Authority to pay the
principal of and interest and premium {if any) on the Bonds when due and payable;
WHEREAS, the City's obligations under the Installment Sale Agreement will be
on parity as to payment and security with the City's obligations with respect to an
installment sale agreement securing the outstanding Tustin Public Financing Authority
Water Revenue Bands, 2011 Series A;
TPFA Resolution 12-01
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WHEREAS, the form of an official statement (the "Official Statement"} describing
the Authority, the City, the Enterprise, the Bonds and other matters, to be used in
connection with the marketing of the Bonds, has been prepared and presented to the
Authority; connection with the marketing of the Bonds, has been prepared and
presented to the Authority;
WHEREAS, the firm of Stifel, Nicolaus & Company, Incorporated, DBA Stone &
Youngberg, a Division of Stifel Nicolaus (the "Underwriter"), has proposed to purchase
and underwrite the Bonds and has presented to the Authority a form of bond purchase
agreement for the Bonds, to be entered into among the Authority, the City and the
Underwriter (the "Bond Purchase Agreement"); and
WHEREAS, the Board has duly considered such transactions and wishes at this
time to approve said transactions in the public interests of the Authority;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1: Issuance of Bonds; Approval of Indenture. The Board hereby
authorizes the issuance of the Bonds under and pursuant to the Bond Law and the
Indenture for the purpose of providing funds to refund the 2003 Bonds, so long as (a}
the principal amount of Bonds does not exceed $10,000,000, (b) so long as the final
maturity date of the Bonds is not later than April 1, 2023, and (c) so long as such
refunding provides net present value savings to the City of not less than 3%. The Board
hereby approves the Indenture in the form on file with the Secretary, together with such
additions thereto and changes therein as the Chairperson, the Executive Director, the
Assistant Executive Director or the Treasurer, or any designee thereof (the "Designated
Officers"} shall deem necessary, desirable ar appropriate, the execution of which by the
Authority shall be conclusive evidence of the approval of any such additions and
changes. The Designated Officers, each acting alone, are hereby authorized and
directed to execute, and the Secretary is hereby authorized and directed to attest and
affix the seal of the Authority to, the final farm of the Indenture for and in the name and
on behalf of the Authority. The Board hereby authorizes the delivery and performance of
the Indenture.
SECTION 2: Approval of Installment Sale Agreement. The Board hereby
approves the Installment Sale Agreement in the farm on file with the Secretary, together
with such additions thereto and changes therein as the Designated Officers shall deem
necessary, desirable or appropriate, the execution of which by the Authority shall be
conclusive evidence of the approval of any such additions and changes. The
Designated Officers, each acting alone, are hereby authorized and directed to execute,
and the Secretary is hereby authorized and directed to attest and affix the seal of the
Authority to, the final farm of the Installment Sale Agreement for and in the name and on
behalf of the Authority. The Board hereby authorizes the delivery and performance of
the Installment Sale Agreement.
TPFA Resolution 12-01
Page 2 of 4
SECTION 3: Sale of Bonds. The Board hereby approves the sale of the Bands
by the Authority by negotiation with the Underwriter, pursuant to the Bond Purchase
Agreement in the farm on file with the Secretary, together with such addi#ions thereto
and changes therein as a Designated Officer shall deem necessary, desirable or
appropriate, the execution of which by the Authority shall be conclusive evidence of the
approval of any such additions and changes. The Designated Officers, each acting
alone, are hereby authorized and directed to execute the final form of the Bond
Purchase Agreement for and in the name and on behalf of the Authority upon the
submission of an offer by the Underwriter to purchase the Bonds, which offer is
acceptable to a Designated Officer and consistent with the requirements of this
Resolution. The amount of Underwriter's discount far the Bonds shall be not more than
1 °to Of the par amount thereof (not taking into account any original issue discount an the
sale thereof).
SECTION 4: Official Statement. The Board hereby approves the preliminary
Official Statement in the farm on file with the Secretary, together with such additions
thereto and changes therein as a Designated Officer shall deem necessary, desirable or
appropriate. The Designated Officers, each acting alone, are hereby au#horized and
directed to deem final within the meaning of Rule 15c2-12 of the Securities Exchange
Act of 1934 except far permitted omissions, the preliminary farm of the Official
Statement. Distribution of such preliminary Official Statement is hereby approved. The
Designated Officers, each acting alone, are hereby au#horized to execute the final form
of the Official Statement, including as it may be modified by such additions thereto and
changes therein as any Designated Officer shall deem necessary, desirable or
appropriate, and the execution of the final Official Statement by the Authority shall be
conclusive evidence of the approval of any such additions and changes. The Board
hereby authorizes the distribution of the final Official Staternen#. The final Official
Statement shall be executed in the name and on behalf of the Authority by a Designated
Officer.
SECTION 5: Official Actions. The Chairperson, the Executive Director, the
Assistant Executive Director, the Treasurer, the Secretary and any and all other officers
of the Authority are hereby authorized and directed, for and in the name and on behalf
of the Authority, to do any and all things and take any and all actions, including
execution and delivery of any and all assignments, certificates, requisitions,
agreements, natives, consents, instruments of conveyance, warrants and other
documents, including the application to providers of municipal band insurance far the
Bands, which they, or any of them, may deem necessary or advisable in order to
consummate the lawful issuance and sale of the Bands and the cansumrnation of the
transactions as described herein.
SECTION 6: Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
TPFR Resolution 12-01
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PASSED AND ADOPTED at a regular meeting of the Tustin Public Financing
Authority held on the 20th day of March, 2012.
J ~~1V NIELSEN,
C airperson
ATTEST:
PAMELA STOKER,
Recording Secretary
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
I, Pamela Stoker, Recording Secretary of the Tustin Public Financing Authority of the
City of Tustin, California, do hereby certify that the whole number of the members of the
Directors of the Tustin Public Financing Authority is five; that the above and foregoing
TPFA Resolution No. 12-01 was duly passed and adapted at a regular meeting held on
the 20th day of March, 2012, by the following vote:
DIRECTORS AYES:
DIRECTORS NOES:
DIRECTORS ABSTAINED:
DIRECTORS ABSENT:
PAMELA STOKER,
Recording Secretary
Niel;~en, ~ux°~ay, Amante, Gavello, Gomez (5)
None (d)
None (~)
None (0)
TPFA Resolution 12-41
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