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Resolution No. 4078100 RESOLUTION NO. 4078 OF CITY COUNCIL OF CITY OF CYPRESS A RESOLUTION authorizing the issuance of not to exceed $6,500,000 aggregate principal amount of Taxable Collateralized Mortgage Bonds, Series 1992 (FNMA Mortgage- Backed Securities Program), of the City of Cypress, Orange County, California, authorizing the execution and delivery of certain documents in connection therewith, confirming the sale thereof, and related matters. WHEREAS, the City of Cypress, Orange County, California, a political subdivision and a charter city duly organized and validly existing under the Constitution and the laws of the State of California (the "Issuer"), has, pursuant to the Constitution and the laws of the State of California, and particularly its charter and Ordinance No. 650 duly adopted by the City Council of the Issuer on November 26, 1979, as supplemented and amended, and a resolution duly adopted by the City Council of the Issuer on January 14, 1980 (the "Prior Proceedings"), developed a program with certain lending institutions (together with their successors and assigns, the "Lending Institutions ") for the origination by the Lending Institutions of mortgage loans to finance residential real property owned by persons of low and moderate income within the City of Cypress, California, which mortgage loans are serviced by the Lending Institutions; and WHEREAS, the Issuer provided for the financing of the making of the residential mortgage loans by the sale and issuance of its Single Family Residential Mortgage Revenue Bonds, Issue of 1980 (the "1980 Bonds "), such 1980 Bonds being secured by the Prior Proceedings, and, except to the extent payable from the proceeds of the 1980 Bonds, certain reserve funds, certain insurance proceeds or moneys from the investment thereof, to be payable solely from the revenues and receipts and other amounts received by the Issuer from said mortgage loans; and WHEREAS, the Issuer has refunded the 1980 Bonds with the proceeds of $7,595,000 aggregate principal amount of its Single Family Residential Mortgage Revenue Refunding Bonds, Series 1991 -A and $810,000 aggregate principal amount of its Single Family Residential Mortgage Revenue Refunding Bonds, Series 1991 -B (the "Prior Bonds "); and WHEREAS, it is now considered desirable and in the public interest for the Issuer to issue its revenue bonds for the purpose of refunding the Prior Bonds; and WHEREAS, the Constitution and the laws of the State of California, and particularly the charter of the Issuer, Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, as supplemented and amended, and Section 5900 et seq. of the Government Code of the State of California, as supplemented and amended (collectively, the "Act"), authorizes any city to issue its revenue bonds for the purpose of refunding, in whole or in part at any time, bonds theretofore issued by such city pursuant to the Constitution or laws of the State of California to finance the origination or acquisition of mortgage loans made to finance residential real property owned by persons of low and moderate income; and WHEREAS, pursuant to the Constitution and the laws of the State of California, and particularly the Act, the Issuer has now determined to issue its taxable revenue bonds to refund the Prior Bonds; and WHEREAS, it is necessary and desirable in connection with the issuance of the Taxable Collateralized Mortgage Bonds, Series 1992 (FNMA Mortgage- Backed Securities Program), of the Issuer (the "Bonds ") that a Servicing Agreement dated as of June 1, 1992 (the "Agreement ") be executed and delivered by and between the Issuer and the Lending Institutions; and 10' WHEREAS, it is necessary and desirable in connection with the issuance of the Bonds that a Trust Indenture dated as of June 1, 1992 (the "Indenture ") be executed and delivered by and between the Issuer and First Interstate Bank of California, as trustee (the "Trustee"); and WHEREAS, it is necessary and desirable in connection with the issuance of the Bonds and the refunding of the Prior Bonds that an Escrow Agreement dated as of June 1, 1992 (the "Escrow Agreement ") be executed and delivered by and between the Issuer and Bank of America National Trust and Savings Association, as Escrow Agent (the "Escrow Agent"); and WHEREAS, Whipple, Kinsell & Co., Inc., Stifel, Nicolaus & Company Incorporated, and Meridian Capital Markets (A Division of Meridian Bank) (the "Underwriters ") have submitted to the Issuer a form of Purchase Contract (the "Purchase Contract"), setting forth the Underwriters' proposal to purchase the Bonds; and WHEREAS, in connection with the offering and sale of the Bonds a Preliminary Official Statement (the "Preliminary Official Statement ") and an Official Statement (the "Official Statement ") have been or will be prepared for distribution to prospective purchasers of the Bonds; and WHEREAS, copies of the Agreement, the Indenture, the Escrow Agreement, the Purchase Contract and the Preliminary Official Statement have been presented to and are before this meeting; NOW, THEREFORE, Be It Resolved by the City Council of the City of Cypress, Orange County, California, as follows: Section 1. That it is the finding and declaration of the City of Cypress, Orange County, California, that the refunding of the Prior Bonds through the issuance of the Bonds is advantageous to the Issuer and therefore serves a valid public purpose; that this authorizing resolution is adopted pursuant to the Act; and that the words and terms as used in this authorizing resolution shall have the meanings set forth in the Indenture and in the Purchase Contract unless the context clearly indicates another or different meaning or intent. Section 2. That the form, terms and provisions of the proposed Agreement be, and they are hereby, in all respects approved; that the Mayor or the Mayor Pro Tempore of the Issuer be, and is hereby, authorized, empowered and directed to execute, and the City Clerk or the Deputy City Clerk of the Issuer be, and is hereby, authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Agreement in the name and on behalf of the Issuer, and thereupon to cause the Agreement to be delivered to the Lending Institutions; that the Agreement is to be in substantially the form presented to and before this meeting and hereby approved or with such changes therein as shall be approved by the City Attorney of the Issuer and the officer of the Issuer executing the Agreement, the execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Agreement before this meeting; that from and after the execution and delivery of the Agreement, the officers, officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreement as executed; and that the Agreement shall constitute and is hereby made a part of this authorizing resolution and copies of the Agreement shall be placed in the official records of the Issuer and shall be available for public inspection at the principal office of the Issuer. Section 3. That the form, terms and provisions of the proposed Indenture be, and they are hereby, in all respects approved; that the Mayor or the Mayor Pro Tempore of the Issuer be, and is hereby, authorized, empowered and directed to execute, and the City Clerk or the Deputy City Clerk of the Issuer be, and is hereby, authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Indenture in the name and on behalf of the Issuer, and thereupon to cause the Indenture to be delivered to the Trustee, -2- 102 and the Indenture shall constitute a lien for the security of the Bonds issued under the Indenture upon the trust estate described therein; that the Indenture is to be in substantially the form presented to and before this meeting and hereby approved, or with such changes therein as shall be approved by the City Attorney of the Issuer and the officer of the Issuer executing the Indenture, the execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Indenture before this meeting; that from and after the execution and delivery of the Indenture, the officers, officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture as executed; and that the Indenture shall constitute and is hereby made a part of this authorizing resolution and a copy of the Indenture shall be placed in the official records of the Issuer and shall be available for public inspection at the principal office of the Issuer. Section 4. That the form, terms and provisions of the proposed Escrow Agreement be, and they are hereby, in all respects approved; that the Mayor or the Mayor Pro Tempore of the Issuer be, and is hereby, authorized, empowered and directed to execute, and the City Clerk or the Deputy City Clerk of the Issuer be, and is hereby, authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Escrow Agreement in the name and on behalf of the Issuer, and thereupon to cause the Escrow Agreement to be delivered to the Escrow Agent; that the Escrow Agreement is to be in substantially the form presented to and before this meeting and hereby approved, or with such changes therein as shall be approved by the City Attorney of the Issuer and the officer of the Issuer executing the Escrow Agreement, the execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Escrow Agreement before this meeting; that from and after the execution and delivery of the Escrow Agreement, the officers, officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Escrow Agreement as executed; and that the Escrow Agreement shall constitute and is hereby made a part of this authorizing resolution and a copy of the Escrow Agreement shall be placed in the official records of the Issuer and shall be available for public inspection at the principal office of the Issuer. Section 5. That the Mayor, the Mayor Pro Tempore, the City Clerk and the Deputy City Clerk of the Issuer be, and are hereby, authorized, empowered and directed to cause to be prepared an issue of not to exceed $6,500,000 aggregate principal amount of the Bonds of the Issuer, bearing interest at a rate or rates not to exceed nine percent (9 %) per annum, payable on such date or dates, maturing in such amount or amounts, on such date or dates not later than January 1, 2015, and, subject to redemption prior to maturity, in such classes (in principal amounts not to exceed in the aggregate $6,500,000), in such form and having the other terms and provisions specified in the Indenture (as executed and delivered); provided, that the officer executing the Indenture may determine that one or more classes of Bonds provided for in the Indenture before this meeting may not be necessary and may be deleted from the Indenture (subject to the limitations set forth above), and that the officers of the Issuer executing the documents, instruments and certificates authorized and approved by this authorizing resolution may approve all such changes in such documents, instruments and certificates to conform to the Indenture as executed and delivered. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Mayor of the Issuer and attested by the manual or facsimile signature of the City Clerk of the Issuer, and the official seal of the Issuer may be affixed thereto or imprinted thereon, as provided in the Indenture. The Mayor, the Mayor Pro Tempore, the City Clerk or the Deputy City Clerk of the Issuer shall cause the Bonds, as so executed, to be delivered to the Trustee for authentication. Section 6. That the form of the Bonds submitted to this meeting, subject to appro- priate insertion and revision in order to comply with the provisions of the Indenture be, and the same are hereby, approved, and when the Bonds shall be executed on behalf of the Issuer in the manner contemplated by the Indenture and this authorizing resolution in the aggregate -3- 103 principal amount of not to exceed $6,500,000, they shall represent the approved form of the Bonds of the Issuer. Section 7. That the Mayor, the Mayor Pro Tempora, the City Manager, the Finance Director or the City Clerk of the Issuer be, and is hereby, authorized, empowered and directed to issue and sell to the Underwriters not to exceed $6,500,000 aggregate principal amount of the Bonds at a price of not less than 98% of the par amount thereof; that the form, terms and provisions of the proposed Purchase Contract be, and they are hereby, in all respects approved; that the Mayor, the Mayor Pro Tempore, the City Manager or the Finance Director of the Issuer be, and each is hereby, authorized, empowered and directed to execute and thereupon to cause the Purchase Contract to be delivered to the Underwriters; that the Purchase Contract is to be in substantially the form presented to and before this meeting and hereby approved, or with such changes therein as shall be approved by the City Attorney of the Issuer and the officer of the Issuer executing the Purchase Contract, the exe- cution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Purchase Contract before this meeting; that from and after the execution and delivery of the Purchase Contract, the officers, officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Purchase Contract as executed; and that the Purchase Contract shall constitute and is hereby made a part of this authorizing resolution and a copy of the Purchase Contract shall be placed in the official records of the Issuer and shall be available for public inspection at the principal office of the Issuer. Section 8. That the preparation, distribution and use of the Preliminary Official Statement dated June 1, 1992, is hereby ratified, confirmed and approved; that the form, terms and provisions of the Official Statement are to be in substantially the same form as the Preliminary Official Statement presented to and before this meeting and hereby approved, or with such changes therein as shall be approved by the City Attorney of the Issuer and the officer of the Issuer executing the Official Statement, the execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein; and that the Mayor, or the Mayor Pro Tempore, the City Manager or the Finance Director of the Issuer be, and each is hereby, authorized, empowered and directed to execute the Official Statement and cause the same to be delivered to the Underwriters. Section 9. That the Mayor, the Mayor Pro Tempore, the City Clerk, the Deputy City Clerk, the City Manager, the City Finance Director and the proper officers, officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents and certificates as may be necessary to carry out and comply with the provisions of the Agreement, the Indenture, the Escrow Agreement, the Purchase Contract, the Preliminary Official Statement, the Official Statement and the Bonds, as executed, and to further the purposes and intent of this authorizing resolution, including the preamble hereto. Section 10. That all acts of the officers, officials, agents and employees of the Issuer which are in conformity with the purposes and intent of this authorizing resolution and in furtherance of the issuance and sale of the Bonds and the refunding of the Prior Bonds be, and the same hereby are, in all respects, approved and confirmed. Section 11. That the appointment of Bank of America National Trust and Savings Association, Los Angeles, California, as Escrow Agent under the Escrow Agreement, and, First Interstate Bank of California, Los Angeles, California, as Trustee, paying agent and bond registrar under the Indenture, is hereby authorized, approved and confirmed. Section 12. That after the Bonds are issued, this authorizing resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, cancelled and discharged. Section 13. That the provisions of this authorizing resolution are hereby declared to be separable, and if any section, phrase or provision of this authorizing resolution shall for -4- 1 4 any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions of this authorizing resolution. Section 14. That all ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this authorizing resolution are, to the extent of such conflict, hereby superseded; and that this authorizing resolution shall be in full force and effect upon its adoption and approval as provided by law. PASSED AND ADOPTED by the City Council of the City of Cypress at a regular meeting held on the 8th day of June 1992. MAYOR OF THE CITY OF CYPRESS ATTEST: CITY CLERK OF THE CITiY OF CYPRESS STATE OF CALIFORNIA ) SS COUNTY OF ORANGE ) I, DARRELL ESSEX, City Clerk of the City of Cypress, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted at a regular meeting of the said City Council held on the 8th day of June 1992; by the following roll call vote: AYES: 4 COUNCIL MEMBERS: Bowman, Kerry, Nicholson and Partin NOES: 0 COUNCIL MEMBERS: None ABSTAINED: 1 COUNCIL MEMBERS: Age ABSENT: 0 COUNCIL MEMBERS: None CITY CLERK OF THE Y OF CYPRESS