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Pension Debt Refinancing and Related Bond Financing <br />March 16, 2021 <br />Page 2 <br />5 <br />5 <br />8 <br />confirming that the contract with CalPERS and the pension UAL are each an “obligation <br />imposed by law” under the State Constitution which can be refunded under the provisions <br />of the Government Code, which permit local agencies to refund outstanding debt without <br />additional voter approval. Unless challenged, the judicial validation proceedings are <br />largely administrative managed by special legal counsel. <br />Under normal circumstances, the validation proceedings take approximately 90 days. <br />Due to the pandemic, we have assumed the process could take up to 6 months. <br />Summary of Validation Proceedings: <br />File Validation Action with Orange County Superior Court <br />Receive Order for Publication of Summons from the Court <br />Legal publication for 21 consecutive days <br />Waiting period for ex parte application to file default judgment <br />Clerk enters default judgement and schedules a hearing (Hearing for default <br />judgement and entry of judgment <br />Appeal Period (30 days) <br />Work Performed Concurrently with Validation Proceedings <br />The City will conduct a competitive procurement process for an underwriter and <br />recommend one or more underwriters for the refinancing. The underwriter initially <br />purchases the bonds from the City at a discount expressed as a fraction of a $1,000 bond <br />and resells the bonds to investors for a profit. <br />Once the City contracts with an underwriter, the financing team will prepare the <br />Preliminary Official Statement (POS), which is the offering document that must contain <br />all material information enabling investors to make an informed purchase decision. <br />The City can sell the refunding bonds only after the Validation 30-day Appeal Period has <br />ended, and the City Council approves the POS. <br />Agreements to Be Approved With Proposed Resolution <br />There are two documents attached to the proposed Resolution. <br />Bond Purchase Agreement – City Council approves the form of terms and <br />conditions for selling the bonds to the underwriters. The financing team will finalize <br />the agreement upon bond pricing. (Exhibit 3) <br />Trust Agreement – City Council approves the form of terms and conditions for the <br />Trustee to register, transfer, and pay the bonds. US Bank is the Trustee for <br />existing City outstanding bonds. The financing team will finalize the Trust <br />Agreement upon bond pricing and execution of the Bond Purchase Agreement. <br />(Exhibit 2)