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APFA 2000-2RESOLUTION NO. APFA2000-2 RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $34,000,000 TO MAKE A LOAN TO THE ANAHEIM REDEVELOPMENT AGENCY IN CONNECTION WITH ANAHEIM REDEVELOPMENT PROJECT ALPHA, AUTHORIZING AND DIRECTING EXECUTION OF AN INDENTURE OF TRUST, LOAN AGREEMENT, BOND PURCHASE CONTRACT AND RELATED DOCUMENTS, APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING SALE OF BONDS, AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the City of Anaheim (the "City") and the Anaheim Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the Anaheim Public Financing Authority (the "Authority") for the purpose, among others, of issuing the Authority's bonds to be used to provide financial assistance to the Agency; and WHEREAS, the Agency is undertaking to assist the redevelopment of Anaheim Redevelopment Project Alpha in the City (the "Redevelopment Project"), and for such purpose the Agency has previously issued its Anaheim Redevelopment Project Alpha Tax Allocation Refunding Bonds (Subordinate Lien), Series 1986 A (the "1986 Bonds"), and its Anaheim Redevelopment Project Alpha, 1995 Taxable Tax Allocation Bonds (Housing) (the "1995 Bonds") (collectively, the 1986 Bonds and the 1995 Bonds are referred to herein as the "Prior Obligations"); and WHEREAS, the Agency has previously entered into a Loan Agreement dated as of May 1, 1997 (the "1997 Loan Agreement") between the Agency and the Authority in connection with a loan (the "1997 Loan") made to the Agency from the Authority in two parts for the purpose of providing funds to defease and refund the Prior Obligations and to finance certain housing activities of the Agency to be undertaken pursuant to Section 33334.6 of the Redevelopment Law; and WHEREAS, concurrently with the execution and delivery of the 1997 Loan Agreement, the Authority issued its $27,905,000 aggregate principal amount of Anaheim Public Financing Authority 1997 Tax Allocation Revenue Refunding Bonds (Redevelopment Project Alpha), Series A for the purpose of providing funds to make the 1997 Loan; and WHEREAS, the Agency has determined it is in the best interests of the Agency and in furtherance of valid public purposes of the Agency to borrow money on a parity with the 1997 Loan to finance redevelopment housing activities of the Agency, and the Agency has requested the Authority to lend it funds in an amount sufficient for such purpose, including payment of associated costs; and WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the Agency, the Authority proposes to authorize the issuance and sale of its revenue bonds (the "Bonds") in two series under the provisions of Article 4 (commencing with Section 6584) of Chapter DOCSOC'\768930v4k22621.0085 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), designated as the Anaheim Public Financing Authority 2000 Tax Allocation Revenue Bonds (Redevelopment Project Alpha), Series A and Series B (Taxable), the interest on a series of which may be subject to federal income taxation (the "taxable series"); and WHEREAS, the proceeds of the Bonds will be applied to make a loan (the "Loan") to the Agency on a parity with the 1997 Loan, pursuant to a Loan Agreement dated as of November 1, 2000 (the "Loan Agreement"), which Loan Agreement will constitute a Parity Debt Instrument under the 1997 Loan Agreement; and WHEREAS, the firm of Stone & Youngberg LLC (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the Authority, a form of Purchase Contract for the Bonds, to be entered into among the Authority, the Agency and the Underwriter (the "Purchase Contract") and there has been presented to the Authority a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing thereof by the Underwriter; and WHEREAS, the Agency has approved the financing of the projects to be financed by the Bonds and made a finding of significant public benefit after a public hearing for purposes of Section 6586.5 of the Act; and WHEREAS, the Board of Directors (the "Board") of the Authority has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Anaheim Public Financing Authority as follows: SECTION 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to its members within the contemplation of Section 6586 of the Act. SECTION 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act provided that the maximum aggregate principal amount of the Bonds shall not exceed $34,000,000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of November 1, 2000, by and between the Authority and U.S. Bank Trust, National Association, as trustee (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 the Executive Director shall deem necessary, desirable or appropriate, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name and on behalf of the Authority. Subject to the sale of the Bonds, the Board hereby authorizes the delivery and performance of the Indenture. SECTION 3. Approval of Loan to Agency; Loan Agreement. The Board hereby authorizes and approves the loan of the Bond proceeds by the Authority to the Agency pursuant to and in accordance with the provisions of the Loan Agreement. The Board hereby approves the Loan DOCSOC\768930v&22621.0085 2 Agreement in the form thereof on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate to effectuate the issuance of the Bonds and the making of the Loan to the Agency, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Loan Agreement for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Loan Agreement. SECTION 4. Sale of Bonds; Approval of Indenture. The sale of the Bonds to the Underwriter pursuant to the Purchase Contract is hereby approved. The Board hereby approves the Purchase Contract in substantially the form thereof on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute the final form of the Purchase Contract for and in the name and on behalf of the Authority provided the effective average interest rate payable on the Series A Bonds shall not exceed 7% per annum and the interest rate payable on the Series B Bonds shall not exceed 8.5% per annum, in each case, inclusive of original issue discount, and the underwriter's discount may not exceed 1% of the par amount of the Bonds. The Board hereby authorizes the delivery and performance of the Purchase Contract. SECTION 5. Approval of Official Statement. The form of Preliminary Official Statement (the "Preliminary Official Statement") presented to this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds in the form hereby approved, together with such conforming changes therein or additions thereto as are determined necessary by the Chairman or Executive Director of the Authority, to make such Preliminary Official Statement "final" as of its date. The Chairman or Executive Director of the Authority or the designee of either of them is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute a final Official Statement for the Bonds in substantially the form of the Preliminary Official Statement, with such additions thereto or changes therein describing the specific form and terms of the Bonds as are recommended or approved by the Chairman or Executive Director of the Authority, and approved by such officers, such approval to be evidenced conclusively by the execution and delivery of the Official Statement. SECTION 6. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and 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 Bonds, the making of the Loan, and the consummation of the transactions as described herein. Such actions shall include securing of a commitment for bond insurance which will result in net present value debt service savings for the Bonds. SECTION 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. DOCSOC\768930v4\22621.0085 The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority this 2.fi~day of October ,2000, by the following vote: By: Financing Authority ATTEST: ~ec3etar~f the A~aheim Public Financing Authority APPROVED AS TO FORM: DOCSOC'~768930v4~2621.0085 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA2000-1 was introduced and adopted at a special meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the 24th day of October, 2000, by the following vote of the members thereof: AYES: BOARD MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 24th day of October, 2000. SECRETAR~ OF T~E ANAHEIM PUBLIC' FINANCING AUTHORITY (SEAL) I, SHERYLL SCHROEDER, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original of Resolution No. APFA2000-1 duly passed and adopted by the Anaheim Public Financing Authority on October 24, 2000. S~CRETA(~Y OF THE ANAHEIM PUBLIC FINANCING AUTHORITY