RES-9342 Authorizing Issuance of Special Tax Bonds for Community Facilities District No. 91-2RESOLUTION NO. 9342
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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. 91-2 (SERRANO HEIGHTS
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. 91-2 (Serrano Heights
Public Improvements) (the District") and has, under its Resolution No. 7922 adopted on December
17, 1991, provided certain authorizations for the issuance and sale of special tax bonds of the City
for the District the "Bonds") and approving a fiscal agent agreement and an
acquisition agreement in
connection therewith; and WHEREAS, on May 28, 1996, this City Council adopted
Resolution No. 8624,approving a revised fiscal agent agreement and acquisition agreement for
the District and specifying certain requirements to be met prior to the issuance of
the Bonds; and WHEREAS, since the adoption of Resolution No. 8624, there have been
revisions to the forms of the Fiscal Agent Agreement and the Acquisition AgreementpreviouslyapprovedbyResolutionNo. 8624, and this City Council wishes to make provision for
approval of such
revised documents; and VHEREAS, all of the requirements precedent to the issuance of the Bonds
set forth in Resolution No. 8624 have now been satisfied, and the City Council now desires
to authorize the issuance ofthe Bonds and to approve various other documents
in connection therewith.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 (hereafter defined), special tax bonds of the City
for the District designakd as "City of Orange Community Facilities District No. 91-
2 (Serrano Heights Public Improvements) Special Tax Bonds" (the "Bonds") in an aggregate
principal amount not to T' exceed $37,000,000 are hereby authorized to be issued. The Bonds shall be
executed in the form set forth in and otherwise as provided in
the Fiscal Agent Agreement.The City Council hereby fmds and determines that (a) the conditions
to the issuance of the Bonds set forth in the Acquisition Agreement approved pursuant
to Resolution No.
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b) the Bonds are in compliance with Section 53345.8 of the Act, based upon the
appraisal of the property in the District by C.R. Wilson & Associates - Orange County, Inc. dated September
14, 2000, which indicates that the lien-to-value ratio in the District is in excess of 1 :
4;and (c) 1he Bonds, when issued, will be in compliance with the applicable requirements of
the City's adopted Policy Guidelines Regulating the Use of Public Financing Mechanisms
to Finance Public Improvements (the "City Policies"), except as described in the next
paragraph.
The City Council hereby acknowledges that: (a) the District was formed prior to the
adoption of the City Policies; (b) the District, as formed, is authorized to finance certain statutory
development fees identified in the proceedings of the City Council related to the formation of the
District; (c) the City Policies do not permit the financing of statutory development fees; and (d)
the prohibition in the City Policies on the financing of statutory development fees was not
intended to apply to the District. In light of the foregoing, the City Council hereby waives the
prohibition in the City Policies with respect to the financing of statutory development fees as it
would otherwise apply to the District, but only with respect to such fees expressly authorized to
be financed by the District in the proceedings for the District heretofore adopted by the City
Council.
Section 2. Fiscal Agent Agreement. The Fiscal Agent Agreement (the "Fiscal Agent
Agreemc~nt"), in the revised 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 fonn, with such additions thereto or changes therein as are approved by the City Manager
upon consultation with the City Attorney and the City's bond counsel and financial advisor, the
approvall 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 Bonds shall
be as provided in the Fiscal Agent Agreement as finally executed.
Section 3. Bond Purchase Contract. The 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
purchas(~ the Bonds contained in the Purchase Contract (provided that the aggregate principal
amount of the Bonds sold thereby is not in excess of $37,000,000, the true interest cost on the
Bonds is not in excess of7.50% per annum and the underwriter's discount (without regard to any
original issue discount) is not in excess of 3% of the aggregate principal amount of the Bonds)
and to e:xecute 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, 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.2-
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This City Council hereby finds and determines that the sale of the 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 Official Statement referred to below.
Section 4. Official Statement. The official statement relating to the Bonds (the
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
execute the Official Statement 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, the approval of such additions or changes to be
conclusively evidenced by the execution and delivery of said Official Statement by the City
Manager. The Underwriter is hereby authorized to distribute copies of said Official Statement to
persons who may be interested in the purchase of the Bonds and is directed to deliver such
copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminaryofficialstatementrelatingtotheBondsisherebyapprovedandauthorized.
The City Manager is hereby authorized to execute a certificate or certificates to the effect
that the Official Statement and such preliminary official statement were deemed "final" as of
their respective dates for pwposes of Rule l5c2-l2 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 Bondowners, to commence and diligently pursue to completion a foreclosure actionregardingdelinquentinstallmentsofanyamountleviedasaspecialtaxforthepaymentofinterest
or principal of the Bonds, said foreclosure action to be commenced and pursued as morecompletelysetforthintheFiscalAgent
Agreement.Section 6. Acquisition Agreement The acqUISItIon agreement (the "Acquisition Agreem<::nt"), in the revised form on file with the City Clerk, is hereby approved. TheCityManagerisherebyauthorizedanddirectedtoexecuteanddelivertheAcquisitionAgreement
in said fonn, together 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
financial advisor and bond counsel, the approval of such additions or changes to beconclusivelyevidencedbytheexecutionanddeliveryoftheAcquisitionAgreementbytheCity
Manager.Section 7. Continuing Disclosure Agreement. The Continuing DisclosureAgreementthe "Disclosure Agreement") to be executed by the City, in the form attached as Appendix F
to r- the Official Statement, is hereby approved. The City Manager is hereby authorized and
directed to execute and deliver the Disclosure Agreement in said form, with such additions thereto
or changes therein as are recommended or approved by such officer upon consultation with theCityAttorneyandtheCity's financial advisor and bond counsel, the approval of such additions
or changes to be conclusively evidenced by the execution and delivery of the DisclosureAgreementbytheCity
Manager.
Section 8. Operating Memorandum. The Operating Memorandum among the City,
the District, Serrano Heights 1400, LLC and Serrano Heights East, LLC (the "Memorandum"),
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 Memorandum on behalf of the City and the
District :in said form, together with such additions thereto or changes therein as are recommended
or approved by such officer upon consultation with the City Attorney, the approval of such
additions or changes to be conclusively evidenced by the execution and delivery of the
Memorandum by the City Manager.
Section
9. Authentication of Bonds. The Bonds, when executed, shall be delivered to the
Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate
the Bonds by executing the Fiscal Agent's certificate of authentication and registration
appearing thereon, and to deliver the 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 Bonds to the Underwriter in accordance with the Purchase Contract,
upon payment of the purchase price therefor.Section
10. Ratification of Prior Resolutions. The provisions of Resolution Nos. 7922 and
8624 heretofore adopted by this City Council, except to the extent inconsistent with the provisions
ofthis Resolution, are hereby ratified and confirmed.Section
11. 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 Bonds in accordance with this Resolution,and
any certificate, agreement, and other document described in the documents herein approved.Section
12. Effective Date. This Resolution shall take effect immediately upon its adoption.
ADOPTED
this 24th day of October, 2000.4-
ATTEST:
hereby certify that the foregoing Resolution was duly and regularly adopted by the CityCounciloftheCityofOrangeataregularmeetingthereofheldonthe24thdayofOctober, 2000,
by the fc)llowing vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
COUNCIL MEMBERS: MURPHY, SLATER, MAYOR COONTZ l SPURGEON, ALVAREZ
COUNCIL MEMBERS: NONE
COUNCIL MEMBERS: NONE
COUNCIL MEMBERS: NONE
15003.01 :J5i.63
10/12/00
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