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RES-11246 OCPFFA issuance of Lease Revenue Bonds and related actionsRESOLUTION NO. 11246 A RESOLUTION OF THE CITY COUNCIL TO THE CITY OF ORANGE MAHING A FINDING OF SIGNIFICANT BENEFTT IN CONNECTION WITH THE ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY'S ISSUANCE OF LEASE REVENUE BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO SUCH BONDS AND TAKING RELATED ACTIONS. WHEREAS,the Orange City Public Facilities Financing Authority (the"Authority")is a joint powers authority duly organized and existing under and pursuant to Articles 1 through 4 commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California Govemment Code(the"Act")and that certain Joint Exercise of Powers Agreement dated as of Mazch 19,2020, by and beriveen the City of Orange (the "City") and the Califomia Statewide Communities Development Authority,and is authorized pursuant to Article 4 of the Act to issue bonds to provide financing for public capital improvements; and WHEREAS, the Authority proposes to issue and sell lease revenue bonds (the "Bonds"), to be secured pursuant to an Indenture (the "Indenture"), to be entered into by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"); and WHEREAS,proceeds of the Bonds will used to assist the CiTy with the financing of certain public capital improvements (the"Projects"), including: (i)the construction of a new Fire Station No. 1 Headquarters, (ii) roof and related improvements at the City's police station headquazters, iii) roof and other improvements at the CiTy's other fire stations, and (iv) installation of security improvements at CiTy facilities; and WHGREAS,in connection with the issuance of the Bonds,it is proposed that the Authority will enter into a Lease Agreement(the"Lease"), under which the Authority will lease certain real properties, including the land and the improvements thereon (collectively, the "Leased Properties") from the City, and a Sublease (the "Sublease"), under which the City will sublease the Leased Properties from the Authority and make rental payments, calculated to be sufficient to allow the Authority to pay principal and interest payments on the Bonds; and WHEREAS,before the sale of the Bonds,the City Manager(who serves, ex-offrcio, as the Executive Director of the Authority), in consultation with Urban Futures, Inc., as the municipal advisor(the"Municipal Advisor",and Raymond James&Associates,Inc. ("Raymond James"), as the Underwriter or Placement Agent(each as defined below)and Richazds,Watson&Gershon, A Professional Corporation, as bond counsel (`Bond CounseP'), will determine whether to sell the Bonds through a public ofFering or a private placement transaction (pursuant to which the Bonds will be sold to one or more, but in any event a limited number of, financial institutions) or a combination thereof; and WHEREAS, in connection with a public offering, the Authority, the City and Raymond James, as underwriter(in such capaciTy,the"Underwriter")will enter into a Contract of Purchase the "Contract of Purchase") pursuant to pursuant to which the Underwriter will purchase the Bonds upon their issuance, from the Authority, and a form of the Contract of Purchase has been presented to the City and the Authoriry; and WHEREAS, in connection with a private placement h ansaction, Raymond James, as the placement agent (in such capacity, the "Placement AgenY') will assist the Authority and the City with the solicitation ofproposals(the"Purchaser Praposals")from prospective private placement purchasers, and the Authority, the City and Raymond James (in such capacity, the "Placement AgenY') will enter into a Placement Agent Agreement (the "Placement Agent Agreement"), a form of which has been presented to the City and the Authority; and WHEREAS, pursuant to Section 6586.5 of the California Govemment Code, after notice duly published in accordance with law, the City Council held a public hearing on this date with respect to the proposed issuance of the Bonds and the related financing and received evidence conceming the public benefits therefrom. NOW, THEREFORE,BE IT RESOLVED by the City CouncII of the City of Orange as follows: 1.Recitals. The above recitals are true•and correct and aze a substantive part of this Resolution. 2.Findine of Public Benefit; Approval of Bond Issuance. The CiTy Council hereby finds that the Authority's issuance of the Bonds to finance the Projects will result in significant public benefit to the constituents of the City, including more efficient delivery of local agency services to residential and commercial development. The City Council hereby approves the issuance of the Bonds. 3.Lease. The Lease, proposed to be entered into by and between the City, as lessor, and the Authority, as lessee, in the form on file with the CiTy Clerk, is hereby approved. The Mayor (or in the Mayor's absence,the Mayor Pro Tem) is hereby authorized, for and in the name and on behalf of the CiTy, to execute and deliver the Lease in substantially said form, with such changes therein as the Mayor(or the Mayor Pro Tem,as the case may be) may require or approve such approval to be conclusively evidenced by the execution and delivery thereo. 4.Sublease. The Sublease,proposed to be entered into by and between the Authority, as sublessor,and the City,as sublessee, in the form on file with the City Clerk,is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized, for and in the name and on behalf of the CiTy,to execute and deliver the Sublease in substantially said form,with such changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may require or approve (such approval to be conclusively evidenced by the execution and delivery thereo fl. 5.Contract of Purchase. The Contract of Purchase, proposed to be entered into by and among the Authority,the City and the Undenvriter, in the form on file with the City Clerk, is hereby approved. Subject to the satisfaction of the pazameters.set forth in the resolution of the Authority authorizing the issuance of the Bonds (the "Authority Resolution"), the Mayor (or in Resolution No. 11246 2- the Mayor's absence,the Mayor Pro Tem) is hereby authorized, for and in the name and on behalf of the CiTy, to execute and deliver the Contract of Purchase in substantially said form, with such changes therein as the Mayor(or the Mayor Pro Tem, as the case may be) may require or approve such approval to be conclusively evidenced by the execution and delivery thereo. 6.Preliminary Official Statement. The Preliminary Official Statement relating to the Bonds (the "Preliminary Official StatemenY'), in the form on file with the City Clerk, is hereby approved. Each of the Mayor, the Mayor Pro Tem, the City Manager, the Assistant CiTy Manager/Administrative Services Director, acting individually, is hereby authorized, for and in the name and on behalf of the CiTy, to cause the Preliminary Official Statement in substantially said form, with such additions or changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934. The distribution by the Underwriter of copies of the Preliminary Official Statement to potential purchasers of the Bonds is hereby approved. 7.Official Statement. Each of the Mayor,the Mayor Pro Tem,the City Manager,and the Assistant City Manager/Administrative Services D'uector, acting individually, is hereby authorized, for and in the name and on behalf of the City, to cause the Preliminary Official Statement to be brought into the form of a final Official Statement(the"Official StatemenY'), and to execute the same for and in the name and on behalf of the CiTy, with such additions or changes therein as such officer may approve (such approval to be conclusively evidenced by such City officer's execution and delivery thereo fl. The distribution and use of the Official Statement by the Underwriter in connection with the sale of the Bonds aze hereby approved. 8.Continuin¢ Disclosure Agreement. The Continuing Disclosure Agreement, proposed to be entered into by and beriveen the City and a Dissemination Agent to be selected by the CiTy Manager or the Assistant City Manager/Administrative Services Director, in the form on file with the City Clerk, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem)is hereby authorized,for and in the name and on behalf of the City,to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may require or approve (such approval to be conclusively evidenced by the execution and delivery thereo. 9. Private Placement Purchaser Pronosals. The CiTy Manager (who serves as the Authority's Executive Director),in consultation with the Municipal Advisor,Raymond James and Bond Counsel, may direct the sale of all or a portion the Bonds through a private placement transaction in lieu of a public offering and, in that connection, select the Purchaser Proposal with the most favorable terms for sale of the Proposed Bonds. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) and the City Manager, each acting individually, is authorized to, in the name of the City, execute an acceptance to a term sheet(or similaz insfiunent) based on such selection. 10. Placement Aeent Agreement. The Placement Agent Agreement, proposed to be entered into by and among the Authority, the City and the Placement Agent, in the form on file with the City Clerk, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized, for and in the name and on behalf of the City, to execute and deliver the Placement Agent Ageement in substantially said form,with such changes therein as the Mayor Resolution No. I 1246 3- or the Mayor Pro Tem, as the case may be) may require or approve (such approval to be conclusively evidenced by the execurion and delivery thereo. 11. Municipal Advisor; Bond and Disclosure Counsel. In connection with the issuance of the Bonds, the appointment of the following firms is hereby approved and affirmed: i) Urban Futures, Inc., as Municipal Advisor, (ii) Richazds, Watson & Gershon, A Professional Corporation, as Bond Counsel and Disclosure Counsel. 12. Other Acts. The Mayor,the Mayor Pro Tem, the City Manager, the Assistant City Manager/Administrative Services Director,the Assistant Finance Director and all other officers of CiTy, aze hereby authorized, jointly and severally, to execute and deliver any and all necessary instruments and to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution, the documents approved hereby, and to assist the Authority with respect to the issuance, sale and delivery of the Bonds (including, but not limited to, obtaining a debt service reserve policy, a bond insurance policy or other types of credit enhancements as necessary or appropriate and, if some or all of the Bonds will be sold pursuant to a private placement transaction, making the necessary or appropriate modifica6ons to the documents) and any such actions previously taken by such officers aze hereby ratified and confinned. ADOPTED this 9th day of June 2020. Mazk A. Murphy, Mayor, City o ge ATTEST: TL1'htAl!Dw . 1/OYI o Pamela Coleman, City Clerk, City of Orange Resolution No. 11246 4- STATE OF CALIFORNIA ) COLINT'Y OF ORANGE ) CITY OF ORANGE I, PAMELA COLEMAN, City Clerk of the City of Orange, Califomia, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Orange at a regulaz meeting thereof held on the 9th day of June 2020, by the following vote: AYES:COLJNCILMEMBERS: Alvarez,Murphy, Nichols, Monaco NOES:COiJNCILMEMBERS: None ABSENT: COLJNCILMEMBERS: None ABSTAIN: COiJNCILMEMBERS: None A SU/L/G-CN il(w L _ Pamela Coleman, City Clerk, City of Orange Resolution No. 11246 5-