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APFA-2012-001 RESOLUTION NO. APFA 2012- 001 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY, (I) AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $105,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE REFUNDING BONDS OF SAID AUTHORITY; (II) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, AN INSTALLMENT PURCHASE AGREEMENT, AN ESCROW AGREEMENT, A PURCHASE CONTRACT AND OTHER RELATED DOCUMENTS; (III) APPROVING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; AND (IV) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, on or about January 28, 1992 the City of Anaheim (the "City ") and the former Anaheim Redevelopment Agency entered into a Joint Exercise of Powers Agreement (the "Joint Exercise of Powers Agreement ") establishing the Anaheim Public Financing Authority (the "Authority "); and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law ") and the Joint Exercise of Powers Agreement, the Authority is authorized to borrow money for the purpose of assisting the City in the financing and refinancing of costs related to public capital improvements of the City; and WHEREAS, it has been proposed that the Authority assist the City in the refinancing of certain assets of the City's electric distribution system (the "Distribution System Assets "); and WHEREAS, it has been proposed that the Authority sell the Distribution System Assets to the City and the City purchase such Distribution System Assets from the Authority pursuant to an Installment Purchase Agreement (the "Installment Purchase Agreement "), by and between the City and the Authority, the proposed form of which has been presented to this Board, pursuant to which the City will agree to make certain installment purchase payments (the "2012 -A Purchase Payments ") in connection therewith; and WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and the citizens of the City to authorize, pursuant to an Indenture of Trust (the "Indenture "), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee "), the proposed form of which has been presented to this Board, the issuance of the Authority's revenue refunding bonds (the "2012 -A Bonds ") in the aggregate principal amount of not to exceed $105,000,000 under the provisions of the Bond Law, for the purpose of raising funds necessary to provide such financial assistance to the City; and WHEREAS, it has been proposed that a portion of the proceeds received from the sale of the 2012 -A Bonds and certain other moneys be deposited in an escrow fund created pursuant to an Escrow Agreement (the "Escrow Agreement ") among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as escrow agent, the proposed form of which has been presented to this Board, to provide for the refunding of certain Authority revenue bonds issued in connection with the Distribution System Assets; and WHEREAS, it has been proposed that the Authority enter into a Purchase Contract (the "Purchase Contract ") with Citigroup Global Markets and E.J. De La Rosa & Co., Inc., as senior managers, and such other securities firms as may be selected by an Authorized Officer (defined below) as underwriters (collectively, the "Underwriters "), the proposed form of which has been presented to this Board, providing for the purchase by negotiated sale of the 2012 -A Bonds by the Underwriters; and WHEREAS, the Authority has determined that it is in the best public interest of the Authority to approve the above documents and authorize and approve the transactions contemplated thereby; NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing Authority does hereby resolve, determine and order as follows: SECTION 1: The Board hereby authorizes the issuance of the 2012 -A Bonds under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2012 -A Bonds shall not exceed $105,000,000. The 2012 -A Bonds shall be issued pursuant to the Indenture. The Board hereby approves the Indenture in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 6 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Chairman, the Executive Director, the Treasurer, the Authority Financial Advisor and Authority Counsel, or their respective designees (each, an "Authorized Officer "), is hereby authorized to execute, and the Secretary is hereby authorized to attest and affix the seal of the Authority to, the 2012 -A Bonds and the final form of the Indenture, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. The Board hereby approves the issuance of the 2012 -A Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered). SECTION 2: The Board hereby approves the Installment Purchase Agreement in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 6 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized to execute, and the Secretary is hereby authorized to attest and affix the seal of the Authority to, the final form of the Installment Purchase Agreement, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Installment Purchase Agreement. SECTION 3: The Board hereby approves the Escrow Agreement in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved 2 in accordance with Section 6 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized to execute, and the Secretary is hereby authorized to attest and affix the seal of the Authority to, the final form of the Escrow Agreement, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Escrow Agreement. SECTION 4: The Board hereby approves the Purchase Contract in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved by Section 6 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized to execute, and the Secretary is hereby authorized to attest and affix the seal of the Authority to, the final form of the Purchase Contract, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Purchase Contract. SECTION 5: The Board hereby approves the Preliminary Official Statement relating to the 2012 -A Bonds (the "Preliminary Official Statement ") in the form thereof on file with the Secretary, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney, as counsel to the Authority, and Fulbright & Jaworski L.L.P., Bond Counsel and Disclosure Counsel ( "Bond Counsel "). Each of the Authorized Officers is hereby authorized to execute and deliver a certificate deeming the Preliminary Official Statement final for purposes of SEC Rule 15c2 -12. Upon the pricing of the 2012 -A Bonds, each of the Authorized Officers is hereby authorized to prepare and execute a final Official Statement (the "Official Statement "), substantially the form of the Preliminary Official Statement, with such additions thereto and changes therein as approved by any Authorized Officer, upon consultation with the City Attorney, as counsel to the Authority, and Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The Board hereby authorizes the distribution of the Preliminary Official Statement and the Official Statement by the Underwriters in connection with the offering and sale of the 2012 - A Bonds. SECTION 6: The agreements approved in Sections 1, 2, 3 and 4 of this Resolution shall, when executed and delivered pursuant to said sections, contain such additions and changes (including additions and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy for the 2012 -A Bonds) as shall have been approved by the Authorized Officers. Each of the Authorized Officers is hereby authorized to determine, in connection with the execution and delivery of the agreements approved in Sections 1, 2, 3 and 4 hereof, the following with respect to the 2012 -A Bonds: (a) the aggregate principal amount of the 2012 -A Bonds, which shall not exceed $105,000,000; (b) the final maturity of the 2012 -A Bonds, which shall be not later than October 1, 2031; (c) the outstanding obligations of the City and the Authority to be defeased by the 2012 -A Bonds; (d) the yield on the 2012 -A Bonds, which shall not exceed 5.00 %; 3 (e) the Underwriters' discount on the 2012 -A Bonds, which shall not exceed 0.40% of the principal amount thereof; and (f) the premium for any municipal bond insurance policy to be provided for the 2012 -A Bonds, which shall not exceed 1.00% of the 2012 -A Bond payments insured. SECTION 7: The Chairman, the Executive Director, the Treasurer and the Secretary of the Authority and the other officers, employees and agents of the Authority are hereby authorized and directed, jointly and severally, for and in the name of the Authority, to do any and all things and to take all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the 2012 -A Bonds, to arrange for the insuring of all or any portion of the 2012 -A Bonds with any municipal bond insurer and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Escrow Agreement, the Purchase Contract and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. SECTION 8: This Resolution shall take effect from and after its date of adoption. THE FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority at a regular meeting of said Authority held on this 28th day of August, 2012, by the following vote: AYES: Chairman Tait, Authority Members Sidhu, Galloway, Eastman, Murray NOES: None ABSENT: None ABSTAIN: None ANAHEIM PUBLIC FINANCING AUTHORITY By: CHAIRMAN OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL) ATTEST: 1/11 iC !���`___ SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY 90670.2 4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA 2012- 001 was introduced and adopted at a regular meeting of the Board of Directors of the Anaheim Public Financing Authority held on the 28th day of August, 2012, by the following vote of the members thereof: AYES: BOARD MEMBERS: Tait, Sidhu, Galloway, Eastman and Murray NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None ABSTAIN: BOARD MEMBERS: None AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APFA 2012- 001 on the 28th day of August, 2012. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim Public Financing Authority this 29th day of August, 2012. 1..4 0' (lei ha SECRETARY OF THE AN HEIM PUBLIC FINANCING AUTHORITY (SEAL) I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2012- 001 duly passed and adopted by the Anaheim Public Financing Authority on August 28th , 2012. SECRETARY OF THE A AHEIM PUBLIC FINANCING AUTHORITY 5