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RES-2016-129RESOLUTION NO. 2 016 -12 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE ISSUANCE OF CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO. 06-2 (STADIUM LOFTS) SPECIAL TAX REFUNDING BONDS, SERIES 2016, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $8,500,000, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, AN ESCROW AGREEMENT, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO WHEREAS, the City Council of the City of Anaheim (the "City Council") has formed City of Anaheim Community Facilities District No. 06-2 (Stadium Lofts) (the "Community Facilities District") under the provisions of the Mello -Roos Community Facilities Act of 1982 (the "Act"); WHEREAS, the Community Facilities District is authorized under the Act to levy special taxes (the "Special Taxes") to pay for the costs of certain public facilities (the "Facilities") and to issue bonds payable from the Special Taxes; WHEREAS, in order to provide funds to finance and refinance a portion of the Facilities, the Community Facilities District issued $9,060,000 aggregate principal amount of City of Anaheim Community Facilities District No. 06-2 (Stadium Lofts) Special Tax Bonds, Series 2007 (the "Prior Bonds"), pursuant to the Indenture, dated as of February 1, 2007, by and between the Community Facilities District and U.S. Bank National Association, as trustee; WHEREAS, the Community Facilities District has determined that it would be advantageous to refund the outstanding Prior Bonds; WHEREAS, in order to provide funds to refund the outstanding Prior Bonds, the Community Facilities District proposes to issue its City of Anaheim Community Facilities District No. 06-2 (Stadium Lofts) Special Tax Refunding Bonds, Series 2016 (the "Series 2016 Bonds"), in the aggregate principal amount of not to exceed $8,500,000; WHEREAS, in order to provide for the authentication and delivery of the Series 2016 Bonds, to establish and declare the terms and conditions upon which the Series 2016 Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Community Facilities District proposes to enter into an Indenture with U.S. Bank National Association, as trustee (the "Trustee") (such Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Indenture"); WHEREAS, the moneys to defease and redeem the Prior Bonds will be applied to such purpose pursuant to an Escrow Agreement by and between the Community Facilities District and U.S. Bank National Association, as prior trustee and as escrow bank (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement"); WHEREAS, Stifel, Nicolaus & Company, Incorporated has presented the Community Facilities District with a proposal, in the form of a Bond Purchase Agreement, to purchase the Series 2016 Bonds from the Community Facilities District (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Agreement"); WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Series 2016 Bonds, the underwriters thereof must have reasonably determined that the issuer thereof has, or one or more appropriate obligated persons have, undertaken in a written agreement or contract for the benefit of the holders of the Series 2016 Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the Community Facilities District desires to enter into a Continuing Disclosure Agreement with the Trustee relating to the Series 2016 Bonds (such Continuing Disclosure Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure Agreement"); WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Series 2016 Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); WHEREAS, there have been prepared and submitted to this meeting forms of- (a) f(a) the Indenture; (b) the Escrow Agreement; (c) the Purchase Agreement; (d) the Continuing Disclosure Agreement; and (e) the Preliminary Official Statement; WHEREAS, the Community Facilities District desires to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Series 2016 Bonds; and WHEREAS, the City Council is the legislative body of the Community Facilities District; N NOW, THEREFORE, the City Council of the City of Anaheim does hereby resolve, determine and order as follows: Section 1. The above recitals are true and correct, and the City Council so finds and determines. Section 2. Subject to the provisions of Section 3 hereof, the issuance of the Series 2016 Bonds, in an aggregate principal amount of not to exceed $8,500,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, be and the same is hereby authorized and approved. The Series 2016 Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution. Section 3. The Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. Each of the Mayor of the City, and such other members of the City Council as the Mayor may designate, the City Manager of the City, the Finance Director of the City, the Deputy Finance Director of the City and such other officers of the City as the City Manager may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Series 2016 Bonds in excess of $8,500,000, shall not result in a final maturity date of the Series 2016 Bonds later than September 1, 2037 and shall not result in a true interest cost for the Series 2016 Bonds in excess of 4.00%. Section 4. The refunding of the Prior Bonds is hereby approved. Such refunding shall be accomplished by paying the principal of and interest on the Prior Bonds to and including September 1, 2016 and redeeming the Prior Bonds on September 1, 2016 by paying the redemption price therefor. In accordance with Section 53363.8 of the Act, the City Council hereby designates the following costs and expenses as the "designated costs of issuing the refunding bonds:" (a) all expenses incident to the calling, retiring, or paying of the Prior Bonds and incident to the issuance of the Series 2016 Bonds, including the charges of any agent in connection with the issuance of the Series 2016 Bonds or in connection with the redemption or retirement of the Prior Bonds; (b) the interest upon the Prior Bonds from the date of sale of the Series 2016 Bonds to the date upon which the Prior Bonds will be paid pursuant to call; and (c) any premium necessary in the calling or retiring of the Prior Bonds. Section 5. The Escrow Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. 3 Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Escrow Agreement by such Authorized Officer. Section 6. The Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters' discount (not including any original issue discount) from the principal amount of the Series 2016 Bonds in excess of 1.35% of the aggregate principal amount of the Series 2016 Bonds. The City Council hereby finds and determines that the sale of the Series 2016 Bonds at negotiated sale as contemplated by the Purchase Agreement will result in a lower overall cost. Section 7. The Continuing Disclosure Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Continuing Disclosure Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Agreement by such Authorized Officer. Section 8. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2016 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Community Facilities District that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). Section 9. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Series 2016 Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any M one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute the final Official Statement and any amendment or supplement thereto. Section 10. The assessed values of the property within the Community Facilities District are set forth in the Preliminary Official Statement and the value -to -lien information with respect thereto is set forth therein and, based thereon, the City Council, for purposes of Section 53345.8 of the Act, hereby finds and determines that the value of the real property that would be subject to the Special Tax to pay debt service on the Series 2016 Bonds will be at least three times the principal amount of the Series 2016 Bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the Community Facilities District or a special assessment levied on property within the Community Facilities District. Section 11. The Authorized Officers and the officers and employees of the City are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District to do any and all things and to execute and deliver any and all documents, including without limitation amending the City budget to take the transaction set forth above into account, in addition to those enumerated herein, which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 12. All actions heretofore taken by the officers and employees of the City with respect to the issuance and sale of the Series 2016 Bonds, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. Section 13. This Resolution shall take effect immediately upon its adoption. 5 THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 12thday of July , 2016, by the following roll call vote: AYES: Mayor Pro Tem Kring and Council Members Murray, Brandman, and Vanderbilt NOES: None ABSENT: Mayor Tait ABSTAIN: None CITY OF ANAHEIM By: MkMR OF THE ciTYbFr&EIM PRO TEM ATTEST - By: CITY CLERK OF HE CITY 0# ANAHEIM STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 2016-129 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 12th day of July, 2016, by the following vote of the members thereof: AYES: Mayor Pro Tem Kring and Council Members Murray, Brandman and Vanderbilt NOES: None ABSTAIN: None ABSENT: Mayor Tait IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 26th day of July, 2016. CITY CLERK OF THE CITY OF ANAHEIM (SEAL)