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RES-2019-012 RESOLUTION NO. RES-2019-012 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION WITH THE ISSUANCE BY THE ANAHEIM PUBLIC FINANCING AUTHORITY OF ITS ANAHEIM PUBLIC FINANCING AUTHORITY SENIOR LEASE REVENUE REFUNDING BONDS (ANAHEIM PUBLIC IMPROVEMENTS PROJECT), SERIES 2019 A, AND ANAHEIM PUBLIC FINANCING AUTHORITY SENIOR LEASE REVENUE REFUNDING BONDS (ANAHEIM PUBLIC IMPROVEMENTS PROJECT), SERIES 2019 B (TAXABLE), APPROVING THE ISSUANCE OF SAID BONDS AND THE FORM OF A SECOND SUPPLEMENTAL INDENTURE OF TRUST PURSUANT TO WHICH SAID BONDS ARE TO BE ISSUED, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, pursuant to the Indenture of Trust, dated as of February 1, 1997 (the "Original Indenture"), by and between the Anaheim Public Financing Authority (the "Authority") and BNY Western Trust Company, as trustee, the Authority issued its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 1997 Series A (the "1997 Series A Bonds"), its Anaheim Public Financing Authority Senior (Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project) 1997 Series B (the "1997 Series B Bonds"), and its Anaheim Public Financing Authority Subordinate Lease Revenue Bonds (Anaheim Public Improvements Project) 1997 Series C (the "1997 Series C Bonds"); WHEREAS, in order to refund certain of the 1997 Series A Bonds and in order to refund the 1997 Series B Bonds, the Authority, pursuant to the Original Indenture, as modified and amended by the First Supplemental Indenture of Trust, dated as of June 1, 2007, by and between the Authority and The Bank of New York Trust Company, N.A., as successor trustee (as so modified and amended, the "First Supplemented Indenture"), issued its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 2007 Refunding Series A-1 (the "2007 Series A-1 Bonds"), its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 2007 Refunding Series A-2 (the "2007 Series A-2 Bonds") and its Anaheim Public Financing Authority Senior (Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project) 2007 Refunding Series B (the "2007 Series B Bonds") (capitalized undefined terms used herein have the meanings ascribed thereto in the First Supplemented Indenture); WHEREAS, The Bank of New York Mellon Trust Company, N.A. is the successor trustee(the"Trustee")under the First Supplemented Indenture; 4144-7569-3332.5 WHEREAS, the outstanding 1997 Series A Bonds, 1997 Series C Bonds, 2007 Series A- 1 Bonds, 2007 Series A-2 Bonds and 2007 Series B Bonds are payable from the Lease Payments made by the City of Anaheim(the"City")pursuant to the Lease Agreement; WHEREAS, the City desires that the Authority issue two Series of Refunding Bonds to refund the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds (the "Prior Bonds"), and the Authority desires to so issue such Series of Refunding Bonds; WHEREAS, the Authority is authorized pursuant to Section 6595.3 of the California Government Code to issue Refunding Bonds for the purpose of refunding all or a portion of the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds; WHEREAS, the First Supplemented Indenture provides that, subject to the conditions specified therein, one or more Series of Refunding Bonds may be issued, authenticated and delivered upon original issuance to refund all Outstanding Bonds of one or more Series or one or more Bonds within a Series, the proceeds of which Refunding Bonds are to be applied to the refunding purposes thereof in the manner provided in the Supplemental Indenture authorizing such Series of Refunding Bonds; WHEREAS, in order to refund the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds, the Authority desires to issue its Anaheim Public Financing Authority Senior Lease Revenue Refunding Bonds (Anaheim Public Improvements Project), Series 2019 A (the "Series 2019 A Bonds"), and its Anaheim Public Financing Authority Senior Lease Revenue Refunding Bonds (Anaheim Public Improvements Project), Series 2019 B (Taxable) (the "Series 2019 B Bonds"and,together with the Series 2019 A Bonds,the"Series 2019 Bonds"); WHEREAS, the Series 2019 Bonds will be issued pursuant to the First Supplemented Indenture, as modified and amended by the Second Supplemental Indenture of Trust by and between the Authority and the Trustee (such Second Supplemental Indenture of Trust, in the form presented to this meeting, being referred to herein as the "Second Supplemental Indenture"); WHEREAS, the City Council of the City (the "City Council") has determined (a) that obtaining a municipal bond insurance policy to secure the timely payment of the principal of and interest on the Series 2019 A Bonds of one or more maturities could be economically advantageous, and (b) that obtaining a reserve surety or reserve insurance policy for the Series 2019 A Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous; WHEREAS, Goldman Sachs & Co. LLC (the "Underwriter") has presented the Authority and the City with a form of Purchase Contract, pursuant to which the Underwriter proposes to purchase the Series 2019 Bonds (such Purchase Contract, 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 Contract"); 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 2019 Bonds, the underwriter thereof must have reasonably determined that the issuer thereof has, or one or more 2 4144-7569-3332.5 appropriate obligated persons have, undertaken in a written agreement or contract for the benefit of the holders of the Series 2019 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 City desires to enter into a Continuing Disclosure Agreement with the Trustee relating to the Series 2019 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 2019 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) the Second Supplemental Indenture; (b) the Purchase Contract; (c) the Continuing Disclosure Agreement; and (d) the Preliminary Official Statement; WHEREAS, the City Council desires to approve the issuance of the Series 2019 Bonds and authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance of the Series 2019 Bonds and the refunding and redeeming the Prior Bonds; 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. The Second Supplemental Indenture, 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 issuance of the Series 2019 Bonds to refund and redeem the Prior Bonds is hereby approved; provided, however, that (a) the Series 2019 A Bonds shall not be issued in an aggregate principal amount in excess of$215,000,000, the final maturity date of the Series 2019 A Bonds shall not be later than March 1, 2037 and the true interest cost for the Series 2019 A Bonds shall not be in excess of 5.00% per annum, and (b) the Series 2019 B shall not be issued in an aggregate principal amount in excess of$10,000,000, the final maturity date of the Series 2019 B Bonds shall not be later than September 1, 2021 and the true interest cost for the Series 2019 B Bonds shall not be in excess of 5.50%per annum. 3 4144-7569-3332.5 Section 3. The Purchase Contract, 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 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 City, to execute and deliver the Purchase Contract 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 Contract by such Authorized Officer; provided, however, that (a) 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 Series 2019 A Bonds in excess of 0.45% of the aggregate principal amount of the Series 2019 A Bonds, and (b) 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 Series 2019 B Bonds in excess of 0.45% of the aggregate principal amount of the Series 2019 B Bonds. Section 4. 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 City, 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 5. 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 2019 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City 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 6. 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 2019 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 one of the Authorized Officers is hereby directed, for and in the name of the City, to execute the final Official Statement and any amendment or supplement thereto. Section 7. The Authorized Officers are each hereby authorized and directed (a) to apply for municipal bond insurance for the Series 2019 A Bonds of one or more maturities and to 4 4144-7569-3332.5 obtain such insurance if the present value cost of such insurance is less than the present value of the estimated savings with respect to interest on such Series 2019 A Bonds resulting from the purchase of such insurance, and (b) to apply for and obtain a reserve surety or reserve insurance policy to satisfy the reserve requirement for the Series 2019 A Bonds, if so obtaining such reserve surety or reserve insurance policy is economically advantageous. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver a contract for any such municipal bond insurance and any such reserve surety or reserve insurance policy if such contract is deemed by the Authorized Officer executing the same to be in the best interests of the City, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Section 8. 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 City 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 9. All actions heretofore taken by the officers and employees of the City with respect to the issuance and sale of the Series 2019 Bonds and the refunding and redeeming of the Prior Bonds, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. Section 10. This Resolution shall take effect immediately upon its adoption. 5 4144-7569-3332.5 THE FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim at a regular meeting of said City Council held on the 29th day of January, 2019,by the following vote: AYES: Mayor Sidhu and Council Members Kring, Barnes, Brandman, Faessel, and O'Neil NOES: None ABSENT: None ABSTAIN:council Member Moreno CITY OF ANAHEIM �1' OR OF THE C OF ANAHEIM [SEAL] ATTEST: CITY CLERK OF 1 HE CI—T�1�F ANAHEIM Acting City Clerk 6 4144-7569-3332.5 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. RES-2019-012 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 29th day of January, 2019 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Kring, Barnes, Brandman, Faessel, and O'Neil NOES: None ABSTAIN: Council Member Moreno ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019. ACTING CITY LERK OF THE CITY OF ANAHEIM (SEAL)