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RES-2021-009 • RESOLUTION NO. 2021 -009 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CMFA SPECIAL FINANCE AGENCY I AND THE FORM OF A PUBLIC BENEFIT AGREEMENT; AND APPROVING THE ISSUANCE OF REVENUE BONDS BY SAID AGENCY FOR THE PURPOSE OF FINANCING THE ACQUISITION, CONSTRUCTION OR IMPROVEMENT OF PROJECTS LISTED HEREIN WHEREAS, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), the City of Anaheim (the "City") and the California Municipal Finance Authority (the "CMFA" and together with the City, the "Members") propose to enter into a Joint Exercise of Powers Agreement Relating to the CMFA Special Finance Agency I, dated on or about February 1, 2021 (the "Agreement"), in order to form the CMFA Special Finance Agency I (the "Agency") for the purpose of promoting economic, cultural and community development and in order to exercise any powers common to the Members or granted by the Act, including by the issuance of bonds, notes or other evidences of indebtedness; and, WHEREAS, the City has determined that it is in the public interest and for the public benefit that the City become a Member of the Agency in order to facilitate the promotion of economic, cultural and community development activities in the City, including the financing of projects therefor by the Agency; and WHEREAS, the Agreement has been filed with the City, and the members of the City Council of the City (the "City Council"), with the assistance of its staff, have reviewed said document; and WHEREAS, the Agency is authorized to issue and sell revenue bonds for the purpose, among others, of financing or refinancing the construction, acquisition and rehabilitation of capital projects; and WHEREAS, among projects that may be financed by the Agency, the Agency proposes to issue from time to time its governmental purpose revenue bonds (the "Bonds") to finance the acquisition, construction, development and certain related costs of up to four middle-income multifamily rental housing developments within the City located at 160 West Center Street Promenade (Promenade Lofts), 201 West Broadway (Broadway Arms), 290 South Lemon Street (Doria Lofts) and 180 West Center Street Promenade (Carnegie Plaza) (each, a "Project"); and WHEREAS, the Agency proposes to grant to the City in connection with the financing of each Project the right to cause the Agency to sell any such Project to the City or its designee, starting upon the date fifteen (15) years from the issuance of the Bonds pursuant to a Public Benefit Agreement (the "Public Benefit Agreement"), by and between the Agency and the City, substantially in the form that has been filed with the City Council, subject to such immaterial modifications as have been approved by the City Manager and approved as to form by the City Attorney; and WHEREAS, it is in the public interest and for the public benefit that the City Council approve the issuance of the Bonds by the Agency for the aforesaid purposes; and WHEREAS, Section 3(A) of the Agreement, in accordance with Section 6508.1 of the California Government Code, expressly provides that the Bonds, and other debts, liabilities and obligations of the Agency do not constitute debts, liabilities or obligations of any Members; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL, AS FOLLOWS: Section 1. The foregoing recitals are true and correct. Section 2. The City hereby requests to become a Member of the Agency. The Agreement is hereby approved and the Mayor or the designee thereof is hereby authorized and directed to execute said document, and the City Clerk or such Clerk's designee is hereby authorized and directed to attest thereto. Section 3. The proposed form of Public Benefit Agreement on file with the City Council is hereby approved. In connection with the Projects, the City Manager or the designee thereof is hereby authorized and directed to execute an agreement in substantially said form, with such immaterial changes therein as such officer executing the same may require consistent with this Resolution and its basic purpose, and subject to the approval as to form of the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. Any material changes to the form of Public Benefit Agreement must be approved by the City Council. The City Council hereby approves the issuance of Bonds by the Agency from time to time prior to the date that is the two year-anniversary of the date hereof. Section 4. The issuance of Bonds shall be subject to the approval of the Agency of all financing documents relating thereto to which the Agency is a party. Pursuant to Section 3(A) of the Agreement and Section 13(C) of the Public Benefit Agreement, the City shall have no responsibility or liability whatsoever with respect to the Bonds or any other debts, liabilities and obligations issued by the Agency, and such Bonds and any other debts, liabilities and obligations of the Agency do not constitute debts, liabilities or obligations of any Members including the City. Section 5. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct any Project or any refinancing of any Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation or operation of any Project; (iii) make any contribution or advance any funds whatsoever to the Agency; or (iv) except as provided in this Resolution, take any further action with respect to the Agency or its membership therein. Section 6. The executing officers(s), the City Clerk and all other proper officers and officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. Section 7. The City Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the Agency: Jones Hall, A Professional Law Corporation 475 Sansome Street, Suite 1700 San Francisco, California 94111 Attention: Ronald E. Lee, Esq. Section 8. This resolution shall take effect immediately upon its passage. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim at a regular meeting of the City Council held on the 16th day of February, 2021, by the following vote: AYES: Mayor Sidhu and Council Members Faessel, Diaz, Brandman, Moreno, Valencia, and O'Neil NOES: None ABSTAIN:None ABSENT: None ALA yor ' ATTEST: City Clerk CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2021-009 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 16th day of February, 2021 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Faessel, Diaz, Brandman, Moreno, Valencia and O'Neil NOES: None ABSENT: None ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of February, 2021. • CITY CLERK OF THE CITY OF ANAHEIM (SEAL)