RES-8958 Authorizing Issuance and Sale of Refunding Bonds Assessment District No. 86-1RESOLUTION NO. 8958
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ORANGE AUTHORIZING THE ISSUANCE AND SALE OF
REFUNDING BONDS FOR ASSESSMENT DISTRICT NO, 86-
1 EAST
ORANGE)WHEREAS, the City of Orange (the "City") has heretofore issued bonds
for Assessment District No. 86-1 (East Orange) (the "Assessment District") and such
bonds remain outstanding in the aggregate principal amount of$II,680,000 (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 l: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 t.hat 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 $7,300,000 aggregate principal amount ofrefunding bonds to
be designated City of Orange Limited Obligation Refunding Improvement Bonds, Assessment
District No.86-1 (East Orange), 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
Outstanding Bonds; and 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
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. Aooroval ofIssuance of Bonds. The issuance of not to exceed $7,300,
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. Aooointment 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 provid,~d for therein to be taken by the Fiscal
Agent.Section 4. Deliverv of Bonds. The form of the Bonds as set forth in the Fiscal
Agent Agreement 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 Financial Advisor are authorized to receive such bids and to proceed with the award and sale
of the 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 Director
of Finance is authorized to execute and deliver a bond purchase agreement to be entered
into betwee:n 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.Reso No. 8958
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 behalf of
the City to establish and determine: (i) the final aggregate principal amount of the Bonds, which
shall not exceed $7,300,000; (ii) the final maturity date of the Bonds, which shall not be later
than September 2, 2007; (iii) the final interest rates on the various maturities of the Bonds,
which shall not exceed 6.90% 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% of the
aggregate principal amount of the Bonds.
Section 7. Reserve Fund. As provided in the Resolution of Intention, the Fiscal
Agent Agreement shall provide for the establishment from the proceeds of the sale of the Bonds
of a reserve fund for the Bonds pursuant to Part 16 (commencing with Section 8880) of Division
to 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 15c2-12 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 Improvement
Bonds Land Secured Only, No Issuer Liability) Orange County, California, Assessment
District No. 86-1 (East Orange) 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 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. US. Bank Trust National Association 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.3 Reso
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
the Es!;row 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
California) 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 Redemotion. 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 Agreement 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 Citv 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.
Section 14. Other Acts. The officers and staff ofthe 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 the 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 Reso No. 8958
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.
ADOPTED this 14th day of July, 1998.
1.TEST:
d44-i44-~fi/~}p-4f~.
dA;C-Cassandra J.
C cart City Clerk of the City
of
Orange 2-
e Coontz ayor of the City
of Orange I, Cassandra J. Cathcart, City Clerk of the City of Orange, do hereby certifY
that the foregoing resolution was adopted by the City Council of the City of Orange at a
regular meeting thereof held on the 14th day ofJuly, 1998 by the following vote of
the
Council:
AYES:
NOES:
ABSENT:ABSTAINED:
COUNCIL MEMBERS:
COUNCIL MEMBERS:
COUNCIL MEMBERS:
COUNCIL MEMBERS:MURPHY, SLATER,
COONTZ,
SPURGEON
ALVAREZ
NONE
NONENONEE<;#~~Cassandra
J. Cathc City Clerk of the City
of Orange
TJR:dg 5 Reso