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2004-061RESOLUTION NO. 2004R-61 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE ISSUANCE OF CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO. 1989-2 (THE HIGHLANDS) SPECIAL TAX BONDS, SERIES 2004, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $8,200,000, AUTHORIZING THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT, A BOND PURCHASE AGREEMENT AND A REPRESENTATION LETTER AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the City of Anaheim Community Facilities District No. 1989-2 (The Highlands) (the "Community Facilities District") was established under the provisions of the Mello-Roos Community Facilities Act of 1982 (the "Act"); WHEREAS, pursuant to the Act, the City Council (the "City Council") of the City of Anaheim (the "City") is the legislative body of the Community Facilities District; WHEREAS, in order to refinance certain public capital improvements, there were previously issued the City of Anaheim Community Facilities District No. 1989-2 (The Highlands) Special Tax Refunding Bonds (the "Prior District Bonds"), presently outstanding in the aggregate principal amount of $7,467,134; WHEREAS, the Prior District Bonds were purchased by the Anaheim Public Financing Authority (the "Authority") with the proceeds of the Anaheim Public Financing Authority Local Agency Revenue Bonds (1995 Community Facilities Districts Refinancing), Series A (the "Prior Authority Bonds"); WHEREAS, the Community Facilities District desires to refund and redeem the Prior District Bonds; WHEREAS, the Authority will use the proceeds of the redemption of the Prior District Bonds, together with other available funds, to defease of all of the outstanding Prior Authority Bonds, and the Authority is willing to allow the Community Facilities District, on the date of such defeasance (a date on which the Prior District Bonds would not otherwise be subject to redemption), to redeem the Prior District Bonds; WHEREAS, in order to provide a portion of the moneys required to refund and redeem the Prior District Bonds, the Community Facilities District desires to authorize the issuance of City of Anaheim Community Facilities District No. 1989-2 (The Highlands) Special Tax Bonds, Series 2004 (the "Bonds"), in the aggregate principal amount of not to exceed $8,200,000; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest thereon, the Community Facilities District proposes to enter into a Fiscal Agent Agreement with U.S. Bank National Association, as fiscal agent (such Fiscal Agent Agreement, in the form presented to this meeting, DOCSLA 1:468080.3 41993-20 GH 1 with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Fiscal Agent Agreement"); WHEREAS, the Community Facilities District has determined that obtaining a reserve surety for the Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous to the Community Facilities District; WHEREAS, the Authority intends to issue the Anaheim Public Financing Authority Revenue Bonds (2004 Community Facilities Districts Refinancing), Series A (the "Authority Bonds"), and use a portion of the proceeds of the sale thereof to purchase the Bonds from the Community Facilities District; WHEREAS, the Authority has presented the Community Facilities District with a proposal, in the form of a Refunding and Bond Purchase Agreement, to purchase the Bonds from the Community Facilities District and to modify the terms of redemption of the Prior District Bonds (such Refunding and 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, Stone & Youngberg LLC, as representative of itself and E.J. De La Rosa & Co., Inc., has presented the Authority with a proposal, in the form of a Bond Purchase Agreement, to purchase the Authority Bonds from the Authority, attached to which Bond Purchase Agreement is a Representation Letter to be executed and delivered by the Community Facilities District (such Representation Letter, 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 "Representation Letter"); WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Authority Bonds has been prepared, which Preliminary Official Statement contains certain information regarding the Community Facilities District, the Fiscal Agent Agreement and the Bonds (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 off (a) the Fiscal Agent Agreement; (b) the Purchase Agreement; (c) the Representation Letter; and (d) the Preliminary Official Statement; WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority DOCSLA 1:468080.3 41993-20 GHI 2 is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, the City Council of the City of Anaheim does hereby resolve, determine and order as follows: Section_l. All of the recitals herein contained are true and correct and the City Council so finds. Section 2. The City Council hereby finds and determines that the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds is less than the total net interest cost to maturity on the Prior District Bonds plus the principal amount of the Prior District Bonds and that, in accordance with Section 53362.5 of the Act, the Bonds may be issued. Subject to the provisions of Section 3 hereof, the issuance of the Bonds, in an aggregate principal amount of not to exceed $8,200,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Fiscal Agent Agreement, is hereby authorized and approved. The 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 Fiscal Agent Agreement, as the same shall be completed as provided in this Resolution. Section 3. The Fiscal Agent Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, is hereby approved. The Mayor of the City, and such other members of the City Council as the Mayor may designate, the City Manager of the City and the Finance Director of the City, and such other officers of the City as the City Manager may designate (the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute and deliver the Fiscal Agent Agreement 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 Fiscal Agent Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Bonds in excess of $8,200,000, shall not result in a final maturity date of the Bonds later than September 1, 2014 and shall not result in a true interest cost for the Bonds in excess of 5.00%. Section 4. The refunding of the Prior District Bonds is hereby approved. Such refunding shall be accomplished by redeeming the Prior District Bonds on the date of issuance of the Bonds by paying the redemption price therefor, as set forth in the Purchase Agreement. 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 District Bonds and incident to the issuance of the Bonds, including the charges of any agent in connection with the issuance of thc Bonds or in connection with the redemption or retirement of the Prior District Bonds; and (b) any premium necessary in the calling or retiring of the Prior District Bonds. DOCSLA 1:468080.3 41993-20 GH 1 3 In accordance with Section 53364.2 of the Act, the City Council hereby determines that any savings achieved through the issuance of the Bonds shall be used to reduce special taxes in the Community Facilities District, which reductions shall be made on apro rata basis. Section 5. The Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set Ibrth in full herein, is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and 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 purchaser's discount (not including any original issue discount) from the principal amount of the Bonds in excess of 0.525% of the aggregate principal amount of the Bonds. The City Council hereby finds and determines that the sale of' the Bonds at negotiated sale as contemplated by the Purchase Agreement will result in a lower overall cost. Section 6. The Representation Letter, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute and deliver the Representation Letter 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 Representation Letter by such Authorized Officer. Section 7. The information regarding the Community Facilities District, the Fiscal Agent Agreement and the Bonds contained in 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 therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Authority Bonds is hereby authorized and approved. Section 8. The preparation and delivery of a final Official Statement containing information regarding the Community Facilities District, the Fiscal Agent Agreement and the Bonds (the "Official Statement"), and its use in connection with the offering and sale of the Authority Bonds, is hereby authorized and approved. The information regarding the Community Facilities District, the Fiscal Agent Agreement and the Bonds contained in the Official Statement shall be in substantially the form of that contained in the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer. Section 9. The Authorized Officers are each hereby authorized and directed to apply for and obtain a reserve surety for the Bonds. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Community Facilities District, to execute and deliver a contract for such reserve surety if such contract is deemed by the Authorized Officer executing the same to be in the best interests of the Community Facilities District, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. DOCSLA 1:468080.3 41993-20 6HI 4 Section 10. Pursuant to Section 53345.8 of the Act, the City Council 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 Bonds will be at least three times the principal amount of the 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 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, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 13. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City Council of the City of Anaheim on April 20, 2004. ATTEST: DOCS LA 1:468080.3 41993-20 GH 1 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 2004-61 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 20th day of April 2004, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Pringle, Chavez, Hernandez, McCracken NOES: MAYOR/COUNCIL MEMBERS: None MAYOR/COUNCIL MEMBERS: Tait ABSTAINED: ABSENT: MAYOR/COUNCIL MEMBERS: None (SEAL)