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APFA 1992-211050-01 JHH~'~':PJT:slc ,)1_ 25 92 39362 0'~ 0L 92 RESOLUTION NO. APFA92-2 RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $150,000,000 TO MAKE A LOAN TO THE ANAHEIM REDEVELOPMENT AGENCY IN CONNECTION WITH REDEVEI~OPMENT PROJECT A! ~PH.A, AUTHOR~ZING AND DIRECTING EXECUTION OF A RELATED INDENTURE OF TRUST AND LOAN AGREEMENT, AUTHORIZrNG SAI.E OF BONDS, APPROVING OFFICIAL STATEMENT 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 its bonds to be used to provide financial assistance to the Agency; and WHEREAS, the Agency is undertaking to assist the redevelopment of Redevelopment Project Alpha in the City (the "Redevelopment Project"), and for such purpose the Agency has previously issued its Redevelopment Project Alpha Tax Allocation Refunding Bonds, Series D in the aggregate initial principal amount of $64,000,000, and its Redevelopment Project Alpha Tax Allocation Refunding Bonds (Subordinate Lien), Series 1986 A, in the aggregate initial principal amount of $49,380,000, and has entered into a Loan Agreement with the Local Government Finance Authority and The Bank of New York pursuant to which a loan was made to the Agency in the aggregate initial principal amount of $92,499,714.38 (collectively, the "Prior Obligations"); and WHEREAS, the Agency has determined that due to prevailing financial market conditions it is in the best interests of the Agency to realize interest rate savings by refunding a portion of the Prior Obligations, and the Agency has requested the Authority to lend it funds in an ~mount sufficient for such purpose and also to provide additional financing for the Redevelopment Project; and WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the the Agency, the Authority proposes to authorize the issuance of its revenue bonds (the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of Czli~'orma (the "Act"), designated as the Anaheim Public Financing Authority 1992 Tax Allocation Revenue Bonds (Redevelopment Project Alpha); and WHEREAS, the proceeds of the Bonds will be applied to make a loan (the "Loan") to the Agency pursuant to a Loan Agreement dated as of February 1, 1992 (the "Loan Agreement"); and WHEREAS, the firms of Stone & Youngberg and Merrill Lynch & Co. (collectively, the "Underwriters") have proposed to purchase and underwrite the Bonds and have presented to the Authority a form of Purchase Agreement for the Bonds, to be entered into among the Authority, the Agency and the Underwriters (the "Purchase Agreement") and have presented the Authority with a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing thereof by the Underwriters; 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 Indentures. 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 $150,000,000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of February 1, 1992, by and between the Authority and Bank of America National Trust and Savings Association, as trustee (the "Indenture"). The Board hereby approves the Indenture 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, 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 nsme and on behalf of the Authority. 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 Agreement 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, and the Secretary is hereby authorized and directed to attest and atYLX 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. The Board hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriters, pursuant to the Purchase Agreement 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 Agreement for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriters to purchase the Bonds, which offer is acceptable to the Executive Director and consistent with the requirements of this Resolution. The amount of Underwriters' discount for the Bonds shall be not more than one percent (1%) of the par ~rnount thereof -2- (without regard to any original issue discount) and the net effective rate of interest on the Bonds (taking into account any original issue discount on the sale thereof) shall not exceed seven percent (?%) per annum. Section 5. Official Statement. The Board hereby approves the preparation off and hereby authorizes the Executive Director to deem final within the meaning of Rule 15c2- 12 of the Securities Exchange Act of 1934 except for permitted omissions, a preliminary form of Official Statement describing the Bonds. Distribution of such preliminary Official Statement by the Underwriters is hereby approved. The Executive Director is hereby authorized to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Chairman shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement by the Underwriters. The final Official Statement shall be executed in the name and on behalf of the Authority by the Executive Director. Section 6. OIT, cial 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, the refunding of a portion of the Prior Obligations and the consummation of the transactions as described herein. Section 7. Effective Date. This Resolution shall take effect from and ai~r the date of its passage and adoption. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority this 1 lthday of February, 1992. by the following vote: Attest: SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY -3- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA92-2 was introduced and adopted at a regular meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the llth day of February, 1992, by the following vote of the members thereof: AYES: BOARD MEMBERS: Simpson, Ehrle, Pickler, Daly and Hunter NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APFA92-2 on the 12th day of February, 1992. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 12th day of February, 1992. SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original of Resolution No. APFA92-2 duly passed and adopted by the Anaheim Public Financing Authority on February 11, 1992. SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY