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HomeMy WebLinkAboutTPFA RES 24-01DocuSign Envelope ID: 86AE512D-C7DD-42F0-81CF-589F9C6177AB TUSTIN PUBLIC FINANCING AUTHORITY RESOLUTION NO. 24-01 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF WATER REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY OF TUSTIN'S MUNICIPAL WATER ENTERPRISE AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS RESOLVED, by the Board of Directors (the "Board") of the Tustin Public Financing Authority (the "Authority"), as follows: WHEREAS, the City of Tustin (the "City") and the former Tustin Community Redevelopment Agency (the "Agency") have heretofore entered into a joint exercise of powers agreement (the "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 Successor Agency to the Tustin Community Redevelopment Agency succeeded to the Agency and the Agreement remains in effect so long as obligations of Agency remain outstanding, ending in 2040; WHEREAS, the City has determined that, due to prevailing financial market conditions, it is in the best interests of the City to finance the acquisition and construction of certain improvements and facilities (the "2024 Project") to the City's municipal water enterprise (the "Enterprise"); 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 Water Revenue Bonds, Series 2024 (Subordinate Lien) (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 for the repayment of the Bonds, the Authority will sell the 2024 Project 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; Resolution 24-01 Page 1 of 4 DocuSign Envelope ID: 86AE512D-C7DD-42F0-81CF-589F9C6177AB WHEREAS, the City's obligations under the Installment Sale Agreement will be subordinate to the City's obligations with respect to the payment of debt service on its City of Tustin (Orange County, California) 2016 Water Refunding Revenue Bonds and its City of Tustin (Orange County, California) Taxable Water Refunding Revenue Bonds, Series 2020; WHEREAS, Capital One Public Funding, LLC (the "Purchaser") has proposed to purchase 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 Purchaser (the "Bond Purchase Agreement"); WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; and WHEREAS, pursuant to section 5852.1 of the California Government Code, which became effective on January 1, 2018 by the enactment of Senate Bill 450, certain information relating to the Bonds is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public; 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 finance the 2024 Project, so long as (a) the principal amount of Bonds does not exceed $4,125,000, (b) so long as the final maturity date of the Bonds is not later than April 1, 2044, and (c) the average interest rate on the Bonds is not higher than 4.820%. 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 or appropriate, the execution of which by a Designated Officer 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 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 form 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 a Designated Officer 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 Installment Sale Agreement for and in the name and on behalf of the Authority. Resolution 24-01 Page 2 of 4 DocuSign Envelope ID: 86AE512D-C7DD-42F0-81CF-589F9C6177AB The Board hereby authorizes the delivery and performance of the Installment Sale Agreement. Section 3. Approval of Placement Agent Agreement. The Board hereby approves the a placement agent agreement, by and among the Authority, the City and Stifel, Nicolaus & Company, Incorporated, as placement agent (the "Placement Agent Agreement"), in the form 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 a Designated Officer 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 Placement Agent Agreement for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Placement Agent Agreement. Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by the Authority by negotiation with the Purchaser, pursuant to the Bond Purchase Agreement in the form on file with the Secretary, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by a Designated Officer 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 Purchaser to purchase the Bonds, which offer is acceptable to a Designated Officer and consistent with the requirements of this Resolution. Section 5. Official Actions. The Chairperson, the 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, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation 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. PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Authority held on the 6t" day of February 2024. Resolution 24-01 Page 3 of 4 DocuSign Envelope ID: 86AE512D-C7DD-42F0-81CF-589F9C6177AB DocuSigned by: E=os@;GQ44.A. . AUSTIN LUMBARD, Chair ATTEST: DS �DocuSigned by: � V i(& qa Suja ERICA N. YASUDA, Secretary APPROVED AS TO FORM: F cuSigned by: Z79 DA $�.3 gPDIG, Authority Counsel STATE OF CALIFORNIA. ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Erica N. Yasuda, Secretary of the Tustin Public Financing Authority, do hereby certify that the whole number of the members of the Board of Directors of the Tustin Public Financing Authority is five; that the above and foregoing Resolution No. 24-01 was duly passed and adopted at a regular meeting of the Tustin Public Financing Authority, held on the 6t" day of February 2024, by the following vote: BOARDMEMBER AYES: Lumbard, Gallagher, Gomez, Schnell (4) BOARDMEMBER NOES: (0) BOARDMEMBER ABSTAINED: (0) BOARDMEMBER ABSENT: Clark (1) BOARDMEMBER RECUSED: (0) DS FDocuSigned by: tomiCa q-aa ERICA N. YASUDA, Secretary Resolution 24-01 Page 4 of 4 DocuSign Envelope ID: 86AE512D-C7DD-42F0-81CF-589F9C6177AB EXHIBIT A GOVERNMENT CODE SECTION 5852.1 DISCLOSURE The following information consists of estimates that have been provided by Fieldman, Rolapp & Associates, the City's Municipal Advisor, which has been represented to have been provided in good faith: (A) True Interest Cost of the Bonds: 4.820% (B) Finance Charges: $125,000 (C) Net Proceeds to be Received: $4,000,000 (net of finance charges) (D) Total Payment Amount through Maturity: $6,559,029.71 The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The principal amount of the Bonds, the true interest cost of the Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the financing plan of the Authority and the City, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of the Bonds sold will be determined by the Authority and the City based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates with respect to the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority and the City.