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RES-8968 Authorizing Issuance and Sale of Refunding Bonds for Assessment District No. 90-1RESOLUTION NO, 8968 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING BONDS FOR ASSESSMENT DISTRICT NO. 90-1 ( CRAWFORD CANYON ROAD)WHEREAS, the City of Orange (the "City") has heretofore issued bonds for Assessment District No. 90-1 (Crawford Canyon Road) (the "Assessment District") and such bonds remain outstanding in the aggregate principal amount of $3,005,000 ( the "Outstanding Bonds"); and WHEREAS, the City Council of the City (the "City Council") has conducted proceedings pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds,Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California (the "Refunding Act"), and has adopted a resolution approving a report prepared pursuant to Section 9523 of the Streets and Highways Code of the State of California and onfirming a reassessment contained therein, and all acts required by the Refunding Act with respect to the confirmation of such reassessment have been accomplished; and WHEREAS, the City Council has determined that it is in the best interests of the City and the owners of property within the Assessment District that the maturity of the Outstanding Bonds be advanced and that the Outstanding Bonds be defeased, refunded and redeemed, and that refunding bonds be issued pursuant to the Refunding Act for that purpose; and WHEREAS, in order to accomplish the advancement of the maturity of and the defeasance, refunding and redemption of the Outstanding Bonds, it is proposed that the City will issue not to exceed $2,845,000 aggregate principal amount of refunding bonds to be designated "City of Orange Limited Obligation Refunding Improvement Bonds, Assessment District No. 90-1 (Crawford Canyon Road), Series 1998" ( the "Bonds"); and WHEREAS, there has been presented to the City Council a form of Fiscal Agent Agreement providing for the issuance of the Bonds; and WHEREAS, there has also been presented to the City Council a form of Preliminary Official Statement relating to the Bonds; and WHEREAS, there has also been presented to the City Council a form of Escrow Agreement whereby proceeds of the sale of the Bonds and moneys on deposit in the reserve fund, the redemption fund and the improvement fund for the Outstanding Bonds will be deposited in an escrow fund for the purpose of accomplishing the defeasance, refunding and redemption of the WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Agreement to be entered into by and between the City and the NBS Government Finance Group, as dissemination agent, for the benefit of the owners of the Bonds and in order to assist the purchaser of the Bonds in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission; and WHEREAS, the City Council has determined that it is in the best interests of the owners of property within the Assessment District that the Bonds be issued and sold on the terms and conditions hereinafter specified;NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Orange as follows:Section 1. Approval ofIssuance of Bonds. The issuance of not to exceed $2,845, 000 aggregate principal amount of the Bonds in order to defease, refund and redeem the Outstanding Bonds is approved.Section 2. Fiscal Agent Agreement. The form of Fiscal Agent Agreement to be entered into by and between the City and U.S. Bank Trust National Association, as fiscal agent the "Fiscal Agent Agreement"), presented at the meeting at which this resolution is adopted is approved and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Finance is authorized to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as they may approve, such approval to be conclusively evidenced by the execution and delivery thereof.Section 3. Appointment of Fiscal Agent. U.S. Bank Trust National Association is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement, to take any and all action provided for therein to be taken by the Fiscal Agent.Section 4. Delivery of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agrel~ment is approved. The City Treasurer and City Clerk are authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the City and under its seal, the Bonds and to deliver the Bonds to the Purchaser (as hereinafter identified) in accordance with the terms and provisions of the Fiscal Agent Agreement.Section 5. Sale of Bonds. The City Manager, the Director of Finance and Fieldman,Rolapp & Associates, Financial Advisor to the City, are authorized and directed to mail or otherwise deliver to prospective purchasers of the Bonds a notice inviting proposals or bids for the purchase of the Bonds containing such provisions with respect to the sale and purchase of the Bonds as are recommended by the Financial Advisor and are approved by Best Best &Krieger LLP, Bond Counsel with respect to the Bonds, and the Director of Finance and the Finarlcial Advisor are authorized to receive such bids and to proceed with the award and sale of th(: Bonds to the bidder which offers to purchase the Bonds at the lowest net interest cost on the Bonds (the "Purchaser"); provided that the bid of such bidder is consistent with the provisions of Section 6 hereof. The Mayor, the Mayor Pro Tem, the City Manager or the R"so No. 8968 Director of Finance is authorized to execute and deliver a bond purchase agreement to be entered into between the City and the Purchaser providing for the sale and purchase of the Bonds and containing such provisions with respect thereto as are recommended by the Financial Advisor and approved by Bond Counsel, if the execution and delivery of such an agreement is determined by Bond Counsel to be necessary or desirable. Section 6. Terms of Sale of Bonds. The City Manager or the Director of Finance, based on such advice as he or she may deem necessary, is authorized and directed to act on bi~half of the City to establish and determine: (i) the final aggregate principal amount of the Bonds, which shall not exceed $2,845,000; (ii) the final maturity date of the Bonds, which shall not be later than September 2,2010; (iii) the final interest rates on the various maturities of the Bonds, which shall not exceed 7.00% per armum for any of the Bonds; and (iv) the purchase price to be paid by the Purchaser for the purchase of the Bonds, which shall not be less than 98.5% ofthe aggregate principal amount ofthe Bonds. Section 7. Reserve Fund. As provided in the Resolution oflntention, the Fiscal Agent Agreement shall provide for the establishment from the proceeds of the sale of the Bonds of a r,eserve fund for the Bonds pursuant to Part 16 (commencing with Section 8880) of Division 10 of the Streets and Highways Code of the State of California in an amount equal to the Reserve Requirement (as defined in the Fiscal Agent Agreement). Section 8. Official Statement. The City Council approves the preparation of and the form of the Preliminary Official Statement presented to the City Council at the meeting at which this resolution is adopted, with such modifications thereof and additions thereto as the City Manager or the Director of Finance may deem appropriate upon consultation with Richards, Watson & Gershon, Disclosure Counsel with respect to the Bonds, and Bond Counsel. The City Manager or the Director of Finance is authorized to certifY to the Purchaser that the Preliminary Official Statement is deemed final for purposes of Rule 15c2-l2 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, except for omissions which are permitted by such rule. The Director of Finance and the Financial Advisor are authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds. The City Manager, the Director of Finance and the City Attorney are authorized to participate with Disclosure Counsel, the Financial Advisor and Bond Counsel in the preparation of a Final Official Statement based on the Preliminary Official Statement with such additions thereto or modifications thereof as may be deemed appropriate by Disclosure Counsel and Bond Counsel. The Mayor, the Mayor Pro Tem, the City Manager or the Director of Finance is authorized to execute and deliver the Final Official Statement. The distribution of the Final Official Statement by the Purchaser is authorized.Section 9. Escrow Agreement Escrow Agent. The form of the Escrow Agreement Relating to the Defeasance and Refunding of Outstanding City of Orange Assessment District No. 90-1 (Crawford Canyon Road) Limited Obligation Improvement Bonds to be entered into by and between the City and U.S. Bank Trust National Association, as escrow agent (the Escrow Agreement"), presented at the meeting at which this resolution is adopted is approved and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Finance isauthorized RVPUB\RTA\45368 3 Reso to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. U.S. Bank Trust National Assodation is appointed as Escrow Agent pursuant to the Escrow Agreement, to take any and all action provided therein to be taken by the Escrow Agent. Section 10. Application of Reserve Fund. Redemption Fund and Improvement Fund for the Outstanding Bonds. The amount on deposit in the reserve fund for the Outstanding Bonds shall be used to retire the Outstanding Bonds as provided in Section 8885 of the Streets and Highways Code of the State of California. In order to comply with the requirements of that section, the Director of Finance shall transfer or cause the fiscal agent for the Outstanding Bonds to transfer the amount on deposit in such reserve fund to the Escrow Agent for deposit in thl: Escrow Fund to be established for the Outstanding Bonds as provided in the Escrow Agreement. The Director of Finance shall also transfer or cause the fiscal agent for the Outstanding Bonds to transfer the amount on deposit in the redemption fund for the Outstanding Bonds to the Escrow Agent for deposit in the Escrow Fund for the Outstanding Bonds. The Director of Finance shall also transfer or cause the fiscal agent for the Outstanding Bonds to transfer the appropriate portion of the amount of deposit in the improvement fund for the Assessment District, after making allowance for the payment of such cash credits as may be owing (pursuant to Section 10427.1 of the Streets and Highways Code of the State of Cali1J)rnia) to persons who have paid the assessments levied on their property, to the Escrow Agent for deposit in the Escrow Fund for the Outstanding Bonds. The Director of Finance is further authorized to payor cause the fiscal agent for the Outstanding Bonds to pay from the amount on deposit in such improvement fund any such cash credits to the persons to whom they may be owing. Section 11. Notice of Redemption. The Director of Finance is authorized and directed to cause the fiscal agent for the Outstanding Bonds to give notice of the advance maturity and redemption of the Outstanding Bonds to the owners of the Outstanding Bonds as provided in Section 8751 of the Streets and Highways Code of the State of California and in the resolution authorizing the issuance of the Outstanding Bonds and in such form as is recommended by Bond Counsel. Section 12. Continuing Disclosure Agreement. The form of the Continuing Disclosure Agrel~ment to be entered into by and between the City and NBS Government Finance Group, as dissemination agent, presented at the meeting at which this resolution is adopted is approved, and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Finance is authorized to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 13. No City Obligation. The City Council determines, pursuant to Section 8769 of the Streets and Highways Code of the State of California, that the City will not obligate itself to advance available funds from the City Treasury to cure any deficiency which may occur in the redemption fund for the Bonds. R"so No. 8968 4 Section 14. Other Acts. The officers and staff of the City are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel and the Financial Advisor, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and tiJe defeasance, refunding and redemption of the Outstanding Bonds or to otherwise accomplish the purposes of this resolution, including obtaining a rating of the Bonds from a nationally-recognized rating service and the issuance of a municipal bond insurance policy with respect to the Bonds, and any and all such actions previously taken by such officers or staff members are ratified and confirmed.Section 15. Effective Date. This resolution shall become effective upon its adoption.lo!~~7/ r Jbarme Coontz, /)Mayor of the City of Orfulge I I ADOPTED this 23rd day of June, 1998. ATTEST:L~J4AM~.&AJe-r.-/U~- Cassandra 1. Cath City Clerk of the City of Orange I 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 23rd day of June, 1998 by the following vote. AYES: NOES: ABSENT: ABSTAINED: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL MEMBERS: MURPHY, SLATER, COONTZ, SPURGEON ALVAREZ NONE NONE NONE dA.-AA4-d?AAJ- ~ r Cassandra J. Cathc City Clerk of the City of OrangeRVPUB\RTA\45368 5 Reso No.