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94-26911050-02 JHI-IW:BDQ:rhc 04/10/94 07/13/94 11/10/94 CITY OF ANAHEIM RESOLUTION NO. 94R- 2 6 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AU'I~ORIZING THE ISSUANCE OF TWO SERIES OF SPECIAL TAX REFUNDING BONDS OF THE CITY FOR AND ON BEHALF OF CITY OF ANAHEIM COMMUNITY FACI'LITIES DISTRICT NO. 1989-1 (SYCAMORE CANYON) AND COMMUNITY FACILrrIES DISTRICT NO. 1989-2 (THE HIGHLANDS), APPROVING AND DIRECTING THE EXECLrrION OF TWO FISCAL AGENT AGREEMENTS AND TWO ESCROW AGREEMENTS, APPROVING SALE OF SUCH BONDS TO THE ANAHEIM PUBLIC FINANCING AIFI~ORITY, AND APPROVING OTHER RELATED DOCUMENTS AND AcrIONS RESOLVED, by the City Council of the City of Anaheim, California (the "City") as follows: WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), to form the City of Anaheim Community Facilities District No. 1989-1 (Sycamore Canyon) and Community Facilities District No. 1989~2 (the Highlands) (collectively, the "Districts"), to authorize the levy of special taxes upon the land within the Districts, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, the City Council, as legislative body of the Districts, authorized the issuance of bonds of the City for the Districts in the original principal amount of $6,355,000 designated City of Anaheim Community Facilities District No. 1989-1 (Sycamore Canyon) Special Tax Bonds and in the original principal amount of $10,560,000 designated City of Anaheim Community Facilities District No. 1989-2 (The Highlands) Special Tax Bonds (collectively, the "Prior Bonds"), the Prior Bonds having been issued on June 29, 1989, pursuant to the Act and Resolution Nos. 89R-97 and 89R-98 of the City Council; and WHEREAS, the City Council has determined that due to favorable interest rates, it is in the best interests of the City and the District that the Prior Bonds be refunded; and WHEREAS, there has been submitted to the City Council two fiscal agent agreements (collectively, the "Fiscal Agent Agreements") providing for the issuance of special tax refunding bonds of the City (the "Bonds"), for and on behalf of each of the Districts, and the City Council, with the aid of its staff, has reviewed the Fiscal Agent Agreements and found them to be in proper order, and now desires to approve the Fiscal Agent Agreements and the issuance of the special tax refunding bonds; and WHEREAS, there has been presented to the City Council two escrow deposit and trust agreements, providing for the creation of two escrow funds which will be used to refund and redeem the respective series of the Prior Bonds and the City Council now desires to approve such agreements in connection with the refunding of the Prior Bonds; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of said special tax refunding bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act; and WHEREAS, the City and the Anaheim Redevelopment Agency have heretofore entered into a Joint Exercise of Powers Agreement establishing the Anaheim Public Financing Authority (the "Authority"); and WHEREAS, the Authority proposes at this time to issue its revenue bonds (the "Authority Bonds") for the purpose of providing funds to purchase the Bonds, as well as to provide new moneys for the completion of certain public facilities for the Districts; and WHEREAS, the Authority proposes to sell the Authority Bonds to Stone & Youngberg (the "Underwriter") pursuant to the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement") by and among the Authority, the City and the Underwriter, and the Underwriter proposes to offer the Authority Bonds to the investing public by means a preliminary official statements ( the "Preliminary Official Statement"); and WHEREAS, there has been submitted to the City Council at this meeting a form of bond purchase contract for the purchase by the Authority from the City of the Bonds (the "Local Agency Bond Purchase Contract"), and the City Council has duly considered the transactions on the part of the City and the Districts contained in such document and wishes at this time to approve said transaction in the public interests of the City and the Districts; and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended. NOW, THEREFORE, it is hereby determined and ordered as follows: Section 1. Issuance of Special Tax Refunding Obligations; Approval of Fiscal Agent Agreements, Escrow Agreements and Foreclosure Covenant. Pursuant to the Act, this Resolution and the Fiscal Agent Agreements, special tax refunding bonds of the City for the Districts designated as "City of Anaheim Community Facilities District No. 1989-1 (Sycamore Canyon) Special Tax Refunding Bonds" in an aggregate principal amount not to exceed $7,000,000 and designated as "City of Anaheim Community Facilities District No. 1989-2 (the Highlands) Special Tax Refunding Bonds" in an aggregate principal amount not to exceed $12,000,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreements. The City Council hereby approves the Fiscal Agent Agreements in the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Finance Director upon consultation with Bond Counsel and the City Attorney. The Finance Director is hereby authorized and directed to execute the final forms of the Fiscal Agent Agreements for and in the name and on behalf of the City and the Districts. The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreements. The City Council hereby authorizes the delivery and performance of the Fiscal Agent Agreements. The City Council hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the documents pursuant to which such Prior Bonds were sold and delivered, and the Escrow Deposit and Trust Agreements, between the City and the Fiscal Agent for the Prior Bonds (the "Escrow Agreements"). The City Council hereby approves the Escrow Agreements in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director upon consultation with Bond Counsel and the City Attorney. The City Council hereby authorizes and directs the Finance Director to execute and deliver the final form of the Escrow Agreements for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance by the City of the Escrow Agreements. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreements. Section 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Authority or its order in accordance with written instructions executed on behalf of the City by the Finance Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Authority or its order in accordance with the Local Agency Bond Purchase Contract, upon payment of the purchase price therefor. Section 3. Sale of the Bonds. The City Council hereby approves the sale of the Bonds to the Authority. The Local Agency Bond Purchase Contract, in the form on file with the City Clerk, be and the same is hereby approved, and the Finance Director is hereby authorized and directed to execute the Local Agency Bond Purchase Contract in said form, with such changes, insertions and omissions as may be approved by such official, provided that the principal amounts of the Bonds do not exceed the amount set forth in Section 1 and approximately $450,000 of new money is generated to provide for the completion of certain public facilities for the Community Facilities Districts. The City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Local Agency Bond Purchase Contract will result in a lower overall cost. Section 4. Sale of Authority Bonds. The City Council hereby approves the sale of the Authority Bonds by the Authority by negotiation with the Underwriter. The Bond Purchase Agreement, in the form on file with the City Clerk, be and the same is hereby approved, and the Finance Director is hereby authorized and directed to execute the Bond Purchase Agreement in said form, together with such changes, insertions and omissions as may be approved by such official; provided that the principal amount of the Authority Bonds does not exceed $20,000,000 and the Underwriter's discount on the Authority Bonds does not exceed .925% and so long as approximately $450,000 of new money is generated to provide for the completion of certain public facilities for the Community Facilities Districts. Section 5. Official Statements. The City Council hereby approves the portions of the preliminary official statements for the Authority Bonds (collectively, the "Preliminary Official Statements") describing the Fiscal Agent Agreements, the Districts, the Bonds, the City and any actions or activities of the City or the Districts, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director. The City Council authorizes and directs the Finance Director, on behalf of the City and the Districts, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statements prior to their distribution by the Underwriter. The Underwriter, on behalf of the City and the Districts, is authorized and directed to cause the Preliminary Official Statements to be distributed to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing the Authority Bonds therein offered for sale. The Finance Director is authorized and directed to assist the Authority in causing the Preliminary Official Statements to be brought into the form of final official statements (collectively, the "Final Official Statements"), and, if requested by the Underwriter, to execute said Final Official Statements and a statement that the facts contained in the Final Official Statements, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) which relate to the Fiscal Agent Agreements, the Districts, the Bonds, the City and any actions or activities of the City or the Districts were, at the time of sale of the Authority Bonds, true and correct in all material respects and that the Final Official Statements did not, on the date of sale of the Bonds, and do not, as of the date of delivery of the Authority Bonds contain any untrue statement of material fact with respect to the City or the Districts or omit to state material facts with respect to the City or the Districts required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by the City of the Final Official Statements, which shall include such changes and additions thereto deemed advisable by the Finance Director and such information permitted to be excluded from the Preliminary Official Statements pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statements by the City. The Final Official Statements, when prepared, are approved for distribution in connection with the offering and sale of the Authority Bonds. Section 6. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Districts and the sale and issuance of the Bonds and the Authority Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the Authority Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. Section 7. Effective Date. This resolution shall take effect from and after its adoption. The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 22rid day of November, 1994, by the following vote: By MACF~AHEIM Attest: STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) i,T.oonora N. Sohl · City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 94R-26 9 was introduced and adopted at a regular meeting provided by law of the City Council of the City of Anaheim held on the 22nd day of November, 1994, by the following vote of the members thereof: AYES: Feldhaus, Simpson, Pickler, Hunter, Daly NOES: None ABSENT: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 94R-269 on the 23rd day of November , 1994. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 23rd day of November . 1994. ~. CITY CLERK OF THIf~ITY OF ANAHEIM (SEAL) N. Sohl I, Leonora, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 94R-2.6_9__ duly passed and adopted by the Anaheim City Council on November 22, 1994. ~. CITY CLERK OF' CITY OF ANAHEIM