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RES-2007-206RESOLUTION NO. 2007- 2 0 6 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY, AND APPROVING THE ISSUANCE OF REVENUE BONDS BY THE AUTHORITY FOR THE PURPOSE OF FINANCING OR REFINANCING THE ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF CERTAIN FACILITIES FOR THE BENEFIT OF REPUBLIC SERVICES, INC. WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act certain public agencies (the "Members have entered into a Joint Exercise of Powers Agreement, effective on January 1, 2004 (the "Agreement in order to form the California Municipal Finance Authority (the "Authority for the purpose of promoting economic, cultural and community development, and in order to exercise any powers common to the Members, including the issuance of bonds, notes or other evidences of indebtedness; and WHEREAS, the City of Anaheim, California (the "City"), has determined that it is in the public interest and for the public benefit that the City become a Member of the Authority in order to facilitate the promotion of economic, cultural and community development activities in the City, including the financing of projects therefor by the Authority; and WHEREAS, there is now before this City Council the form of the Agreement; and WHEREAS, the Agreement has been filed with the City, and the members of the City Council, with the assistance of its staff, have reviewed said document; and WHEREAS, the California Municipal Finance Authority (the "Authority") is authorized to issue and sell revenue bonds for the purpose, among others, of financing or refinancing the construction of capital projects; and WHEREAS, Republic Services, Inc., a Delaware corporation, validly existing under the laws of the State of California (the "Borrower has requested that the Authority issue and sell revenue bonds in the maximum aggregate principal amount of $53,000,000 (the "Bonds for the purpose of making a loan to the Borrower, to enable the Borrower to (1) finance or refinance, in an amount not expected to exceed $13,000,000, the costs of improvements to the existing collection, transfer and recycling facilities including (i) acquisition of solid waste disposal trucks, (ii) acquisition of solid waste disposal containers and related equipment, (iii) site improvements, and (iv) acquisition of other equipment and assets necessary to support the foregoing improvements and place them into service, all to be located at Taormina Industries, Inc., 1131 North Blue Gum Street, Anaheim, California (the "Project and (2) pay certain expenses incurred in connection with the issuance of the Bonds; and LOSANGELES /250756.4 1 WHEREAS, in order for the interest on the Bonds to be tax- exempt, Section 147(0 of the Internal Revenue Code of 1986, as amended (the "Code requires that an "applicable elected representative" with respect to the Authority hold a public hearing on the issuance of the Bonds and approve the issuance of the Bonds following such hearing; and WHEREAS, Section 4 of the Agreement requires the approval of the Project by the governing body of the Member within whose jurisdiction the Project is located in order for the Authority to issue the Bonds; and WHEREAS, the Authority has determined that the City Council (the "City Council is an "applicable elected representative" for purposes of holding such hearing; and WHEREAS, notice of such public hearing has been duly given as required by the Code, and this City Council has heretofore held such public hearing at which all interested persons were given an opportunity to be heard on all matters relative to the financing or refinancing of the Project and the Authority's issuance of the Bonds therefor; and WHEREAS, it is in the public interest and for the public benefit that the City Council approve the issuance of the Bonds by the Authority for the aforesaid purposes; NOW, THEREFORE, BE IT RESOLVED, by the City Council as the City of Anaheim as follows: Section 1. The Agreement is hereby approved and the City Manager or designee thereof is hereby authorized and directed to execute said document, and the City Clerk or such Clerk's designee is hereby authorized and directed to attest thereto. Section 2. The City Council hereby approves the Project and the plan of finance for the issuance of the Bonds by the Authority. It is the purpose and intent of the City Council that this Resolution constitute approval of the Project and the plan of finance for the issuance of the Bonds for the purposes of (a) Section 147(0 of the Code by the applicable elected representative of the government unit having jurisdiction over the area in which the Project is to be located, in accordance with said Section 147(0, and (b) Section 4 of the Agreement. Section 3. Pursuant to Government Code Section 6586.5, the City finds that the actions authorized hereby regarding the financing of the Project will result in demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond issuance costs to produce significant public benefits. Section 4. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds. Section 5. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, LOSANGELES /250756.4 2 rehabilitation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein. Section 6. The City Manager, the Clerk and all other proper officers and officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. Section 7. The Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the Authority in care of its counsel: City of Anaheim, California at a regular meeting of said October, 2007, by the following vote: ATTEST: Section 8. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the AYES: NOES: ABSTAIN: ABSENT: City Clerk for the Ci LOSANGELES /250756.4 Harriet M. Welch, Esq. Squire, Sanders Dempsey LLP. 555 South Flower St., Suite 3100 Los Angeles, CA 90071 -2300 This resolution shall take effect immediately upon its passage. Mayor Pringle, Council Members Hernandez, NONE NONE NONE Anaheim Mayor for the City 3 Council held on the 23rd day of Sidhu, Galloway, Kring eim