RES-10495 Special Tax Bonds Issuance AuthorizationRESOLUTION NO. 10495
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ORANGE AUTHORIZING THE
ISSUANCE OF SPECIAL TAX BONDS FOR CITY
OF ORANGE COMMUNITY FACILITIES
DISTRICT NO. 06-1 (DEL RIO
PUBLIC IMPROVEMENTS), AND APPROVING
RELATED DOCUMENTS AND
ACTIONS.WHEREAS, this City Council has conducted proceedings under and pursuant to
the Mello-Roos Community Facilities Act of 1982, as amended (the Act), to form the
City of Orange Community Facilities District No. 06-1 (Del Rio Public
Improvements) (the District),to authorize the levy of special taxes upon the land within the District, and
to issue bonds secured by a portion of the special taxes the proceeds of which bonds are to be
used to finance the acquisition of a park site and certain public improvements (together, the
Facilities), all as described in Resolution No. 10139 entitled "A Resolution of the City Council of
the City of Orange of Formation of City of Orange Community Facilities District No. 06-
1 (Del Rio Public Improvements) Authorizing the Levy of a Special Tax
Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy
of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors
of the District" and Resolution No. 10140 entitled "A Resolution of the City Council of
the City of Orange Determining the Necessity to Incur Bonded Indebtedness Within
City of Orange Community Facilities District No. 06-1 (Del Rio Public Improvements)
and Submitting Proposition to the Qualified Electors of the District," which Resolutions were adopted
by this City Council
on December 12, 2006; and WHEREAS, pursuant to said resolutions, an election was
held within the District on December 12, 2006 at which the then qualified electors
approved the propositions of the incurrence of the bonded debt, the establishment of an appropriations
limit for the District and the levy
of the special tax; and WHEREAS, there is on file with the City Clerk a
Fiscal Agent Agreement (the Fiscal Agent Agreement) providing for the issuance of the bonds of the City
for the District (as more fully described in Section 1 below, the 2010 Bonds) and the use of
the proceeds of the 2010 Bonds to finance the Facilities, as well as a
Preliminary Official Statement (the Preliminary Official Statement) describing the 2010 Bonds, a bond purchase
agreement to be used in connection with the sale of the 2010 Bonds (the
Purchase Contract), an Acquisition Agreement the Acquisition Agreement) relating to the acquisition of facilities eligible
to be funded by the District and a Continuing Disclosure Agreement of the City relating
to the 2010 Bonds (the Continuing Disclosure Agreement), and this City Council, with the aid
of City of Orange staff,has reviewed said documents and found them to
WHEREAS, all conditions, things and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of the 2010 Bonds and the levy of said
special taxes, as contemplated by this Resolution and the documents referred to herein, exist,
have happened and have been performed in due time, form and manner as required by the laws
of the State of California, including the Act.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE
DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. Authorization of Issuance of Bonds. Pursuant to the Act, this
Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District
designated as "City of Orange Community Facilities District No. 06-1 (Del Rio
Public Improvements) 2010 Special Tax Bonds" in an aggregate principal amount not to
exceed 27,500,000 (the 2010 Bonds) are hereby authorized to be issued and sold as provided
herein.The 2010 Bonds shall be executed in the form set forth in and otherwise as provided in
the Fiscal Agent
Agreement.The City Council hereby finds and determines that the 2010 Bonds are in
compliance with Section 53345.8 of the Act, based upon the appraisal of the property in the District
by Stephen G. White, MAI, dated May 14, 2010, which indicates that the lien-to-value
ratio in the District is inexcess of 1:3; and the 2010 Bonds, when issued, will be in
compliance with the applicable requirementsof the City's adopted Policy Guidelines Regulating the
Use of Public Financing Mechanisms to Finance Public Improvements,
dated February, 1998.Section 2. Fiscal Agent Agreement. The Fiscal Agent Agreement, in
the form on file with the City Clerk, is hereby approved. The City Manager is
hereby authorized and directed to execute and deliver the Fiscal Agent Agreement, in said form,
with such additions thereto or changes therein as are approved by the City Manager upon consultation
with the City Attorneyand the City's bond counsel and financial advisor for the 2010 Bonds,
the approval of such additions or changes to be conclusively evidenced by the execution and
delivery of the Fiscal Agent Agreement by the City Manager. The date, manner of payment,
interest rate or rates, interest payment dates, denominations, form, registration
privileges, manner of execution, place of payment, terms of redemption and other terms of the 2010
Bonds shall be as provided in the Fiscal Agent Agreement
as finally executed.Section 3. Bond Purchase Contract. The Purchase Contract between
the City and Stone & Youngberg LLC (the "Underwriter"), in the form on file with the City
Clerk, is hereby approved. The Director of Finance is hereby authorized and directed, for and in
the name and on behalf of the City, to accept the offer of the Underwriter to purchase
the 2010 Bonds contained in the Purchase Contract (provided that the aggregate principal amount
of the 2010 Bonds sold thereby is not in excessof $27,500,000, the true interest cost on the
2010 Bonds is not in excess of 7.25% per annum and the underwriter's discount (without
regard to any original issue discount) is not in excess of 2.50% of the aggregate principal amount
of the 2010 Bonds) and to execute and deliver the Purchase Contract in said form,
with such additions thereto or changes therein as are recommended or approved by such
officer upon consultation with the City Attorney and the City's bond counsel and financial advisor for
the
the approval of such additions or changes to be conclusively evidenced by the execution and
delivery of the Purchase Contract by the Director of Finance.
This City Council hereby finds and determines that the sale of the 2010 Bonds at
negotiated sale, as contemplated by the Purchase Contract, will result in a lower overall cost
due to the extensive analysis and review of the District by the Underwriter and its participation
in the preparation of the Preliminary Official Statement referred to below.
Section 4. Official Statement. The Preliminary Official Statement, in the form on
file with the City Clerk, is hereby approved. The City Manager is hereby authorized and
directed, for and in the name and on behalf of the City, to make changes to the Preliminary
Official Statement prior to its dissemination to prospective investors, and to bring the
Preliminary Official Statement into the form of a final official statement (the Official
Statement) including such additions thereto or changes therein as are recommended or
approved by such officer upon consultation with the City Attorney and disclosure counsel to
the City with respect to the 2010 Bonds. The City Manager is hereby authorized and directed
to execute and deliver the Official Statement. The Underwriter is hereby authorized to
distribute copies of the Preliminary Official Statement to persons who may be interested in the
purchase of the 2010 Bonds, and is directed to deliver copies of the Official Statement to all
actual purchasers of the 2010 Bonds.
The City Manager is hereby authorized to execute a certificate or certificates to the
effect that the Official Statement and the Preliminary Official Statement were deemed "final"
as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act
of 1934, and is authorized to so deem such statements
final.Section 5. Foreclosure Covenant. The City hereby covenants, for the benefit
of the owners of the 2010 Bonds, to commence and diligently pursue to completion a
foreclosure action regarding delinquent installments of any amount levied as a special tax for the
payment of interest or principal of the 2010 Bonds, said foreclosure action to be commenced
and pursued as more completely set forth in the Fiscal Agent
Agreement.Section 6. Continuing Disclosure Agreement. The Continuing
Disclosure Agreement, in the form attached as Appendix D to the Official Statement, is hereby
approved.The City Manager is hereby authorized and directed to execute and deliver the
Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as
are recommended or approved by such officer upon consultation with the City Attorney and
the City's disclosure counsel to the City with respect to the 2010 Bonds, the approval of
such additions or changes to be conclusively evidenced by the execution and delivery of
the Continuing Disclosure Agreement by the City
Manager.Section 7. Authentication of Bonds. The 2010 Bonds, when executed, shall
be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested
and directed to authenticate the 2010 Bonds by executing the FiscalAgent's certificate
of authentication and registration appearing thereon, and to deliver the 2010 Bonds, when
duly executed and authenticated, to the Underwriter in accordance with written instructions
executed on behalf of the City by the Director of Finance, which instructions such officer is
hereby
authorized and directed, for and in the name and on behalf of the City, to execute and deliver to
the Fiscal Agent. Such instructions shall provide for the delivery of the 2010 Bonds to the
Underwriter in accordance with the Purchase Contract, upon payment of the purchase price
therefor.
Section S. Actions Approved. All actions heretofore taken by the officers and
agents of the City with respect to the establishment of the District are hereby approved,
confirmed and ratified, and the proper officers of the City are hereby authorized and directed to
do any and all things and take any and all actions and execute any and all certificates,
agreements and other documents, which they, or any of them, may deem necessary or advisable
in order to consummate the lawful issuance and delivery of the 2010 Bonds in accordance with
this Resolution, and any certificate, agreement, and other document described in the documents
herein approved.
Section 9. Effective Date. This Resolution shall take effect upon its adoption.
ADOPTED this 13th day of July, 2010
ATTEST:
Mary E. City Cler , i y o e
I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby certify
that the foregoing Resolution was duly and regularly adopted by the City Council of the City of
Orange at a regular meeting thereof held on the 13th day of July, 2010, by the following vote:
AYES: COUNCILMEMBERS: Murphy, Cavecche, Dumitru
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Smith
ABSTAIN (RECUSED): COUNCILMEMBERS: Bilodeau