RES-2007-051A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ANAHEIM APPROVING, AUTHORIZING AND
DIRECTING THE EXECUTION OF CERTAIN
DOCUMENTS RELATING TO THE REFUNDING OF
BONDS ISSUED BY THE ANAHEIM PUBLIC FINANCING
AUTHORITY AND OTHER MATTERS RELATING
THERETO
WHEREAS, the City of Anaheim, California (the "City"), working together with
the Anaheim Public Financing Authority (the "Authority financed the acquisition,
construction, installation and equipping of an expansion to the Anaheim Convention Center, a
public parking facility and certain other infrastructure improvements with the proceeds the
Authority's Lease Revenue Bonds (Anaheim Public Improvements Project), consisting of the
Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements
Project), 1997 Series A (the "Series A Bonds the Anaheim Public Financing Authority Senior
(Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project), 1997 Series B (the
"Series B Bonds and the Anaheim Public Financing Authority Subordinate Lease Revenue Bonds
(Anaheim Public Improvements Project), 1997 Series C (the "Series C Bonds and
WHEREAS, the Authority has determined to authorize and issue one or more
series of bonds (the "Refunding Bonds designated its Lease Revenue. Bonds (Anaheim Public
Improvements Project) to refund all or a portion of the Series A Bonds and the Series B Bonds;
and
following:
WHEREAS, there is on file with the City Clerk of the City (the "City Clerk the
(1) a proposed form of a Purchase Contract (the "Purchase Contract for the
Refunding Bonds to be entered into by the Authority, the City and UBS
Securities LLC, as representative for the underwriters of the Refunding
Bonds; and
(2) a proposed form of Continuing Disclosure Agreement (the "Continuing
Disclosure Agreement to be entered into by the City and The Bank of
New York Trust Company, N.A., as dissemination agent for the Refunding
Bonds; and
(3)
RESOLUTION NO. 2007- 051
a proposed form of Preliminary Official Statement (the "Preliminary
Official Statement to be used in connection with the offering of the
Refunding Bonds.
WHEREAS, it is in the public interest and for the public benefit that the City
authorize and direct execution of these documents and any other documents necessary to
implement the Authority's issuance of the Refunding Bonds and the refunding of all or a portion
of the Series A Bonds and the Series B Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Anaheim as follows:
Section 1. The form, terms and provisions of the Purchase Contract in
substantially the form on file with the City Clerk are hereby approved, and each of the Mayor, the
City Manager, the City Treasurer, the Finance Director and the Assistant Finance Director (each
an "Authorized Officer acting alone, is hereby authorized and empowered to execute and
deliver a Purchase Contract for each separate delivery of a series of Refunding Bonds, which may
be made from time to time with such changes, insertions or deletions therein from the form
presented to this meeting, with the approval of the City Attorney, such approval of the City
Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of
the Purchase Contract or Purchase Contracts.
Section 2: The form, terms and provisions of the Continuing Disclosure
Agreement in substantially the form on file with the City Clerk are hereby approved, and each
Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the
Continuing Disclosure Agreement with such changes, insertions or deletions therein from the
form presented to this meeting, with the approval of the City Attorney, such approval of the City
Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of
the Continuing Disclosure Agreement.
Section 3. Each Authorized Officer, acting alone, is hereby authorized and
empowered to: (i) prepare, or cause to be prepared, information concerning the City, its
operations and finances for inclusion in one or more Preliminary Official Statements in
substantially the form on file with the City Clerk, with such changes, insertions or deletions
therein from the form presented to this meeting, with the approval of the City Attorney, such
approval of the City Attorney to be conclusively evidenced by the Authorized Officer's execution
and delivery of the Official Statement defined below and (ii) to prepare, or cause to be prepared
one or more final official statements in connection with the several series of Refunding Bonds
(collectively, the "Official Statement substantially in the form of the Preliminary Official
Statement with such changes, insertions or deletions therein as may be necessary to cause the
same to carry out the intent of this Resolution and as are approved by the City Attorney, such
approval to be conclusively evidenced by such Authorized Officer's execution and delivery
thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver
the Preliminary Official Statement to the underwriters for the Refunding Bonds, and to execute
and deliver the Official Statement to the underwriters for the Refunding Bonds.
Section 4. Each Authorized Officer, acting alone, is hereby authorized and
empowered to certify on behalf of the City that the Preliminary Official Statement and the
Official Statement is deemed final as of its respective date, within the meaning of Rule 15c2 -12
promulgated under the Securities Exchange Act of 1934, as amended.
Section 5. All actions heretofore taken by the officers and employees of the City
with respect to the transactions set forth above are hereby approved, confirmed and ratified and
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the Authorized Officers, other officers and employees of the City and their authorized deputies
and agents are hereby authorized and directed, jointly and severally, to do any and all things and
to execute and deliver any and all certificates and other documents, in addition to those
enumerated herein, including the preparation and distribution of any offering material, which
they or the City Attorney may deem necessary or advisable in order to assist the Authority with
the issuance, sale and delivery of the Refunding Bonds and to otherwise effectuate the purposes
of this Resolution.
Section 6. This Resolution shall take effect immediately upon its adoption.
THE FOREGOING RESOLUTION is approved and adopted by the City Council
of the City of Anaheim this 24th day of April, 2007, by the following roll call vote:
AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
ATTEST:
/IL f t. .11 d /A►.
CIT CLERK OF THE C w ANAHEIM
CITY OF ANAHEIM
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