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99-219RESOLUTION NO. 99R-219 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $9,500,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF ANAHEIM COP~3NITY FACILITIES DISTRICT NO. 1989-3 (THE SL~IT) SPECIAL TAX BONDS, SERIES 1999, APPROVING 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 (the "City Council") of the City of Anaheim (the "City") has formed the City of Anaheim Community Facilities District No. 1989-3 (The Sumit) (the "Community Facilities District") under the provisions of the Mello- Roos Community Facilities District Act of 1982 (the "Act"); WHEREAS, the City Council, as the legislative body of 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 "Project") and to authorize the issuance of bonds payable from the Special Taxes; WHEREAS, there have previously been issued the City of Anaheim Community Facilities District No. 1989-3 (The Summit) Special Tax Bonds, presently outstanding in the aggregate principal amount of $7,720,000 (the "Prior Bonds"); WHEREAS, in order to achieve debt service savings, the Community Facilities District desires to refund the Prior Bonds; WHEREAS, in order to provide funds to finance a portion of the Project and in order to provide a portion of the moneys required to refund the Prior Bonds, the Community Facilities District desires to authorize the issuance of City of Anaheim Community Facilities District No. 1989-3 (The Summit) Special Tax Bonds, Series 1999 (the "Bonds"), in the aggregate principal amount of not to exceed $9,500,000; 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, premium, if any, and interest thereon, the Community Facilities District proposes to enter into an Indenture with U.S. Bank Trust 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 funds to pay the principal of and interest on the Prior Bonds through the redemption date thereof will be applied to such purpose pursuant to an Escrow Agreement by and among the City, the Community Facilities District and U.S. Bank Trust National Association, 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, the Community Facilities District has determined that securing the timely payment of the principal of and interest on all or a portion of the Bonds by obtaining a bond insurance policy with respect thereto could be economically advantageous to the Community Facilities District; WHEREAS, Stone & Youngberg LLC (the "Underwriter") has presented the Community Facilities District with a proposal, in the form of a Bond Purchase Agreement, to purchase the 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 Bonds, the Underwriter must have reasonably determined that one or more obligated persons have undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to assist in providing for the satisfaction of such requirement, the Community Facilities District desires to enter into a Continuing Disclosure Agreement with the Trustee (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, there have been prepared and submitted to this meeting forms of: {a) the Indenture; (b) the Escrow Agreement; (c) the Purchase Agreement; (d) the Continuing Disclosure Agreement; and (e) the Preliminary Official Statement to be used in connection with the offering and sale of 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, the City Council desires to designate Public Financial Management, Inc. as the Financial Advisor for the Series 1999 Bonds, to designate Stone & Youngberg LLC as the Underwriter of the Series 1999 Bonds and to designate Orrick, Herrington & Sutcliffe LLP as Bond Counsel and Disclosure Counsel for the Series 1999 Bonds; and WHEREAS, the Community Facilities District desires to authorize the issuance of the Bonds and the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance of the Bonds; NOW, THEREFORE, IT IS HEREBY ORDERED, by the City Council of the City of Anaheim, as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Bonds, in an aggregate principal amount of not to exceed $9,500,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, 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 Indenture, as the same shall be completed as provided in this Resolution. Section 2. 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. 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, 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 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 Bonds in excess of $9,500,000, 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 6.25%. Section 3. The refunding of the Prior Bonds is hereby approved. Such refunding shall be accomplished by (a) paying the principal of and interest on the Prior Bonds to and including March 1, 2000, and (b) redeeming the Prior Bonds on March 1, 2000 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:" (i) all expenses incident to the calling, retiring, or paying of the Prior Bonds and incident to the issuance of the Bonds, including the charges of any agent in connection with the issuance of the Bonds or in connection with the redemption or retirement of the Prior Bonds; (ii) the interest upon the Prior Bonds from the date of sale of the Bonds to the date upon which the Prior Bonds will be paid pursuant to call; and (iii) any premium necessary in the calling or retiring of the Prior Bonds. Section 4. 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. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, 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. 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 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 5. 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. 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 underwriter's discount (not including any original issue discount) from the principal amount of the Bonds in excess of .7% 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 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. 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 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. 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, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and 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 certify to the Underwriter that the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12. Section 7. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the 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. The Authorized Officers are, and each of them is, hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the Community Facilities District. Section 8. 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 9. Public Financial Management, Inc. is hereby designated as the Financial Advisor for the Series 1999 Bonds. The agreement to provide financial advisory services for the Series 1999 Bonds, 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. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver such 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 such agreement by such Authorized Officer. Stone & Youngberg LLC is hereby designated as the Underwriter of the Series 1999 Bonds. Orrick, Herrington & Sutcliffe LLP is hereby designated as Bond Counsel and Disclosure Counsel for the Series 1999 Bonds. The letter agreement setting forth the terms of Orrick Herrington & Sutcliffe LLP's engagement to provide bond counsel and disclosure counsel services, as requested by the City, in connection with the issuance of the Series 1999 Bonds, 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. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver such 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 such agreement by such Authorized Officer. Section 10. 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, including, without limitation, the procurement of services and negotiating the terms of the bond insurance policy referred to herein. Section 11. All actions heretofore taken by the officers and employees of the City with respect to the issuance of the Bonds, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. Section 12. This immediately upon its adoption. Resolution shall take effect THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 2nd day of November ,19 99 MAyO/R~OFTHE CiTy~~~O~e~M ATTEST: CITY CLERK OF THE CITY OF ANAHEIM 33061.1 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. 99R-219 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 2nd day of November, 1999, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: MAYOR/COUNCIL MEMBERS: None ABSENT: MAYOR/COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No.99R- 219 on the 2nd day of November, 1999. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 2nd day of November, 1999. C?~Y'~F THE CITY OF ANAHEIM (SEAL) I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 99R-219 was duly passed and adopted by the City Council of the City of Anaheim on November 2nd, 1999.