RES-9808 Issuance Authorization of Special Tax Bonds Community Facilities District 91-2RESOLUTION NO. 9808
A RESOLUTION OF THE CITY COiTNCIL OF THE
CITY OF ORANGE AUT'HORIZING THE
ISSUANCE OF SPECIAL T.AX BONDS OF THE
CITY FOR AND ON BEHAI.F OF THE CITY OF
ORANGE COMMUNITY FACILITIES DISTRICT
NO. 91-2 (SERRANO HEIGHTS PUBLIC
IMPROVEMENTS), AND APPROVING RELATED
DOCUMENTS AND ACTIONS
WHEREAS, the City Council of the City of Orange (the City) 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 Comrnuriity Facilities District No. 91-2 (Senano
Hei;hts Public Improvements) (the District), tu aurhor.ize the levy of special taxes upon the
land within the District, and to issue bonds secured tiy said special taxes to finance certain
facil.ities; and
WHEREAS, on November 21, 2000, the City issued for the District $34,800,000 initial
principal amount of its City of Orange Community Facilities District No. 91-2 (Serrano Heights
Public Improvements) Special Tax Bonds (the Prior Bonds); and
WHEREAS, the City Council has determined that due to favorable interest rates, it is
in tlie best interests of the City and the District that the; Prior Bonds now be refunded and that
the ity issue additional bonds to complete some of the facilities authorized to be funded by the
District but not fully funded with proceeds of the Pri r 3onds; and
WHEREAS, there have been submitted to the City Council various documents related
to tlie issuance of two series of special tax bonds o f the City for and on behalf of the District,
and the City Council, with the aid of its staff, has reviewed such documents and found them to
be in proper order, and now desires to approve such documents and the issuance of the Bonds
as defined in Section 1 below); and
WHEREAS, all conditions, things and acts rec{uired to exist, to have happened and to
hav been performed precedent to and in the issuance; of the Bonds 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 COIJNCIL OF THE CITY OF ORANGE
DOES HEREBY RESOLVE AS FOLLOWS:
Section l. Issuance of Bonds; Approval of Fiscal Agent Agreement and Escrow
Ag•eement. Pursuant to the Act, this Resolution and a fiscal agent agreement described
below (the Fiscal Agent Agreemenf), special taY bonds of the City far the District designated as
City of Or inge Community Facilities District No. 91-2. (Serrar o Heights Public Improvements)
Special T ix Refunding Bonds, Series 2004A (the Series A Bonds) and City of Orange
Community Facilities District No. 91-2 (Serrano Heights Public Improvements) Special Tax
Bonds, Series 2004B (the Series B Bonds and, together witli the Series A Bonds, the Bonds) are
hereby aut:horized to be issued in an aggregate principal arraount not to exceed the sum o£
a)the principal amount of Series A Bonds necessar, as determined by the City's financial
advisor for the District and the Bonds, to refund the Prior :Bonds, pay related costs of issuance
and fund a related reserve fund; and (b) the principal amount of Series B Bonds necessary, as
determined. by the City Manager, upon consultation with t:he City's financial advisor for the
District and the Bonds, to finance additional facilities auth rized to be financed by the District.
Notwithstanding the foregoing, (i) the aggregate principal am ount of the Series A. Bonds shall
not exceed the amount permitted to be issued for such purpose under Sections 53362.5 and
53362.7 oi' the California Government Code so as riot t decrease the amount of Series B
Bonds that may be issued, and (ii) the aggregate prinripal amount of the Series B Bonds shall
not exceed $2,200,000. The Bonds shall be executed in the form set forth in and otherwise as
provided iri the Fiscal Agent Agreement.
In furtherance of the issuance of the Bonds, the City Council hereby makes the
following :indings and determinations: (i) it is prudent in the management of the fiscal affairs
of the Cit}, the City Council and the District to issue the Series A Bonds for the purpose of
refunding the Prior Bonds, (ii) the total net interest co.>t to ma urity on the Series A Bonds plus
the principal amount of the Series A Bonds will not extieed the total net interest cost to maturity
on the Pric r Bonds plus the principal amount of the Prior Bonds, (iii) the Boncis satisfy the
requiremer ts of Section 53345.8(a) of the Act in that the assessed value of the land in the
District is more than three times the principal amount of tlhe Bonds, and (iv) the Bonds, when
issued, will be in compliance with the applicable requirements of the City's adopted Policy
Guidelines Regulating the Use of Public Financing N[echanisms to Finance Public
Improvemc;nts.
For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the
Series A E onds will occur on or after February 3, 2004, (ii) the date, denomination, maturity
dates, places of payment and form of the Bonds sh.all be as set forth in the Fiscal Agent
Agreement, (iii) the minimum rate of interest to be paid on the Series A Bonds shall be not less
than one pt,rcent (1%) with the actual rate or rates t:o be set forth in the Fiscal Agent Agreement
as executeci, (iv) the place of payment for the Prior Bonds shal be as set forth in the fiscal agent
agreement for the Prior Bonds, and (v) the designated cost. of'issuing the Series A Bonds shall
be as described in Section 53363.8(a) of the Act, alid as oth.erwise described in the Fiscal Agent
Agreement and the Escrow Agreement hereafter approve d, in the Official Statement for the
Bonds anc. the closing certificates for the Bonds, inclucling Bond Counsel and Disclosure
Counsel fees and expenses, Underwriter's discouiit, printing costs for the Official Statement,
escrow verification costs, initial fiscal agent fees, and costs, of City staff incurred in connection
with the sale and issuance of the Series A Bonds.
The; City Council hereby approves the Fiscal Agent: A eement in the form on file with
the City Clerk. The City Manager is hereby authorize and directed to execute the Fiscal Agent
Agreement, for and in the name and on behalf of the C'ity and the District, in such form,
together with any additions thereto or changes therein de m,d necessary or advisable by the
City Manager upon consultation with Bond Counsel and the City Attorney. The proceeds of the
Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal
Agent Agreement. The City Council hereby authoi-izes the delivery and performance by the
City of the Fiscal Agent Agreement.
The City Council hereby approves the refunding of the Prior Bonds with the proceeds of
the ;5eries A Bonds, in accordance with the provisions af the documents pursuant to which such
Prior Bonds were sold and delivered, and the Escrc>w Agreement, between the City and U.S.
Bank National Association as successor fiscal agent for the Prior Bonds and the escrow bank
thereunder (the Escrow Agreement), The City Coun;il :hereby approves the Escrow Agreement
in the form on file with the City Clerk. The City Council hereby authorizes and directs the City
Maxiager to execute and deliver the Escrow Agreeme;nt for and in the name and on behalf of the
City, in such form, together with any changes therein or additions thereto deemed advisable by
the City Manager upon consultation with Bond (ounsel and the City Attorney. The City
Council hereby authorizes the delivery and performance by the City of the Escrow Agreement.
Section 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to
the Fiscal Agent far authentication. The Fiscal A.gent is hereby requested and directed to
autr enticate the Bonds by executing the Fiscal Ag ent's certificate of authentication and
registration appearing thereon, and to deliver the Bo:nds, when duly executed and authenticated,
to the purchaser of the Bonds or its order in accordanc;e with written instructions executed on
beh,lf of the City by the City Manager, which instructians 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 far the delivery of the Bonds to the purchaser of the
Bor..ds or its order, upon payment of the purchase price therefor.
Section 3. Sale of the Bonds. The City Con ncil hereby approves the sale of the Bonds
by c,ompetitive sale pursuant to and as described ir the Official Notice of Sale for the Bonds
the Notice of Sale), in the form on file with the City Clerk together with any changes therein or
additions thereto approved by the Director of Finance upon consultation with the City Attorney,
Bor d Counsel and Fieldman, Rolapp & Associates, the City's Financial Advisor for the Bonds
the Financial Advisor). The Bonds shall be awarded to the bidder who submits the best
res onsible bid to be determined in accordaiice with the Notice of Sale.
The Director of Finance is hereby delegated the authority to accept the best responsible
bid for the purchase of the Bonds, determined in accordance with the Notice of Sale, so long as
the true interest cost thereof does not exceed six pe rcent (6.0%) per annum, the principal
amount of the Series B Bonds is not in excess of$2,200,000, and the requirements of clause (ii)
f- of t.he second paragraph of Section 1 above are satisfied. The Finance Director is hereby
auttiorized and directed to accept such bid, for and in tYne name of the City Council, by notice to
the successful bidder. The Directar of Finance may, in his discretion, reject any and all bids
and waive any irregularity or informality in any bid. The Director of Finance shall award the
Bonds, or reject all bids not later than 30 hours after the expiration of the time prescribed for
the receipt of proposals unless such time of award is wa ived by a successful bidder.
Bond Counsel is directed to publish a noticf, oi intention to sell the Bonds, in the form
thereof on file with the City Clerk, in The Bond E uyer, a financial publication generally
circulated throughout the State of California, and su;h notice is hereby approved.
Section 4. Official Statement.The City Council hereby approves the preliminary
official stat ment for the Bonds (the Preliminary Official Statement) in the form on file with the
City Clerk, together with any changes therein or additians thereto deemed advisable by the City
Manager. The City Council authorizes and directs t:he City Manager, on behalf of the City and
the District, to deem, final, pursuant to Rule 15c2-12 uncler the Securities Exchange Act of
1934 (the :EZule) the Preliminary Official Statement prior ta its distribution to prospective
purchasers f the Bonds.
The Financial Advisor, on behalf of the City and the District, is authorized and directed
to cause th Preliminary Official Statement to be dist.ributed to such municipal bond broker-
dealers, to such banking institutions and to such ather persons as may be interested in
purchasing the Bonds therein offered for sale, as we;ll a; ta any rating agencies and bond
insurers that may provide a rating for or insure, respectively, the Bonds.
The City Manager is authorized and directed to assist the Financial dvisor and
Disclosure Counsel in causing the Preliminary Official State:rne nt to be brought into the form of
final offici l statement (the Final Official Statemerit), ,and tYie Mayar is hereby authorized and
directed to execute said Final Official Statement arid the C ity Manager is hereby authorized to
execute a st:atement that the facts contained in the Final Offi.cial Statement, and any supplement
or amendment thereto (which shall be deemed an orignnal parl: thereof for the pur ose of such
statement) •were, at the time of sale of the Bonds, true and c;or rect in all material respects and
that the Final Official Statement did not, on the date oi sale: of the Bonds, and do riot, as of the
date of delivery of the Bonds contain any untrue stateme zt of material fact or omit to state
material fac;ts where necessary to make any statement madf, therein not misleading in the light
of the circL mstances under which it was made. The e,cecution and delivery by the City of the
Final Official Statement, which shall include such changes and additions thereto deemed
advisable hy the City Manager and such information p,rrriitted to be excluded from the
Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the
approval of'the Final Official Statement by the City.
The Final Official Statement, when prepared, is appr ved for distribution in connection
with the ofiering and sale of the Bonds.
Sec tion 5. Continuing Disclosure Certi cate. The Continuing Disclosure
Certificate, in the form on file with the City Clerk, is hereby approved. The City Manager is
hereby autriorized and directed to execute and deliver the (:ontinuing Disclosure Certificate in
said form, vith such additions thereto or changes tllerein a., are deemed necessary, desirable or
appropriate by the City Manager, the approval of such hanges to be conclusively evidenced by
the executi n and delivery by the City Manager of fhe Continuing Disclosure Certificate.
Section 6. Foreclosure Covenant. The City lhereby covenants, for the benefit of the
Bondowners, to commence and diligently pursue to completion any farecic sure action
regarding delinquent installments of any amount levied as a special tax for the payment of
interest or principal of the Bonds, said foreclosure artion to be commenced and pursued as
more completely set forth in the Fiscal Agent Agreeme at.
Section 7. Official Actions. All actions heretofore taken by the officers and agents of
the, City with respect to the sale and issuance of thf, Bonds 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 ariy 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 Bonds and the refunding of the Prior
Bonds in accordance with this Resolution anci any certificate, agreement and other document
de:;cribed in the documents herein approved. In fizrtherance of the foregoing, the Director of
Fir ance is hereby authorized to obtain municipal b nd insurance for the Bonds, and to approve
ch inges to the documents approved by this Resolutian as required in connection therewith if
the Director of Finance, with the assistance of the City's Financial Advisor for the Bonds,
determines that the provision of such insurance is eronomic in the circumstances.
Section 8. Effective Date. This Resolution shall take effect from and after its
adoption.
ADOPTED this 13`
h
day of January, 2004.
f
Mark A. Murphy, Mayor, of Orange
A1'TEST:
C- .-.-C.-'':.- '
Mary E. u y, City C erk, City ,Orange
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 13`
h
day of January, 2004, by the following
vote:
AY"ES: COiJNCILMEMBERS: Ambriz, Alvarez, Murphy, Coontz, Cavecche
NC ES: COLJNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ABSTAIN: COLJNCILMEMBERS: None
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