APFA 2002-1RESOLUTION NO. APFA 2002- 1
(2002-A BONDS)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY~ (I)
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$100,000,000 AGGREGATE PRINCIPAL AMOUNT OF
REVENUE BONDS OF SAID AUTHORITY; (II)
APPROVING THE FORMS AND AUTHORIZING THE
EXECUTION OF AN INDENTURE OF TRUST, AN
INSTALLMENT PURCHASE 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, the City of Anaheim (the "City") and the Anaheim Redevelopment Agency
have heretofore 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 financing of
certain capital improvements to the City's electricity distribution system (the "Facilities"); and
WHEREAS, it has been proposed that the Authority sell the Facilities to the City and the
City purchase such Facilities 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 "2002-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 IgNY Western
Trust Company, as trustee (the "Trustee"), the proposed form of which has been presented to this
Board, the issuance of the Authority's revenue bonds (the "2002-A Bonds") in the aggregate
principal amount of not to exceed $100,000,000 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 the Authority enter into a Purchase Contract (the
"Purchase Contract") with Salomon Smith Barney and UBS PaineWebber Inc., as underwriters
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(the "Underwriters"), the proposed form of which has been presented to this Board, providing for
the purchase by negotiated sale of the 2002-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 2002-A Bonds under and
pursuant to the Bond Law; provided, the aggregate principal amount of the 2002-A Bonds shall
not exceed $100,000,000. The 2002~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 5 hereof,
such approval to be conclusively evidenced by the execution and delivery thereof.
Each of the Chairman, the Executive Director 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 2002-A Bonds and the final
form of the Indenture, for and in the name and on behalf of the Authority. The Board hereby
attthorizes the delivery and performance of the Indenture.
The Board hereby approves the issuance of the 2002-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 5 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 Purchase Contract in the form thereof on
file with the Secretary, together with such additions thereto and changes therein as are approved
by Section 5 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 thc 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 4: The Board hereby approves the Preliminary Official Statement relating to
the 2002-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 Orrick,
Herrington & Sutcliffe LLP, Disclosure Counsel. Each of the Authorized Officers is hereby
authorized to execute and deliver a certificate deeming the Preliminary Official Statement final
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for purposes of SEC Rule 15c2-12. Upon the pricing of the 2002-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, Fulbright & Jaworski L.L.P., Bond Counsel,
and Orrick, Herrington & Sutcliffe LLP, Disclosure 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 2002-A Bonds.
SECTION 5: The agreements approved in Sections 1, 2 and 3 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 2002-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 and 3
hereof, the following with respect to the 2002-A Bonds:
(a) the aggregate principal amount of the 2002-A Bonds, which shall not
exceed $100,000,000;
(b) the final maturity of the 2002-A Bonds, which shall be not later than
October 1, 2037;
(c) the yield on the 2002-A Bonds, which shall not exceed 5.75%;
(d) the Underwriters' discount on the 2002-A Bonds, which shall not exceed
0.75% of the principal amount thereof; and
(e) the premium for any municipal bond insurance policy to be provided for
the 2002-A Bonds, which shall not exceed 1.0% of the 2002-A Bond payments insured.
SECTION 6: 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 2002-A Bonds, to arrange for the insuring of all
or any portion of the 2002-A Bond~ with any municipal bond insurer and to consummate the
transactions contemplated by the Indenture, the Installment Purchase Agreement, the Purchase
Contract and this Resolution, and such actions previously taken by such officers, employees and
agents are hereby ratified and confirmed.
SECTION 7: This Resolution shall take effect from and after its date of adoption.
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APPROVED AND ADOPTED by the Anaheim Public Financing Authority this 12 day
of February, 2002, by the following vote:
By:
sECREltARY 0F THE ANAHEIM
PUBLIC FINANCING AUTHORITY
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim Public
Financing Authority, do hereby certify that the foregoing Resolution No. APFA 2002- 1 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 12 day of February, 2002, by the following
vote of the members thereof:
AYE S:
BOARD MEMBERS: Feldhaus, Tait, Kring, McCracken, Daly
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution
No. APFA 2002- 1 on the 12th of February, 2002.
1N WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim
Public Financing Authority this 12 th day of February, 2002.
SECRE~ARY'OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
(SEAL)
I, Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2002- 1
duly passed and adopted by the Anaheim Public Financing Authority on Febmaryl2, 2002.
/' '-SECR_E~ARY OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
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