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APFA-2014-002 RESOLUTION NO. APFA 2014- 002 A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $300,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS LEASE REVENUE BONDS, PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS, AND OTHER MATTERS RELATING THERETO WHEREAS, the Anaheim Public Financing Authority (the "Authority ") has been established pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act "), by the Joint Exercise of Powers Agreement (the "Joint Powers Agreement "), dated as of January 28, 1992, between the City of Anaheim, California (the "City ") and the Anaheim Redevelopment Agency (the "ARA ") for the purpose, among others, of assisting the City by providing financing for public capital improvements under the Act; and WHEREAS, the City is the successor agency to the ARA and in such capacity replaces the ARA as a party to the Joint Powers Agreement; and WHEREAS, the City owns and operates the Anaheim Convention Center; and WHEREAS, the City has determined to make certain additions and improvements to the Anaheim Convention Center constituting the 2014 Project (capitalized terms used herein but not otherwise defined shall have the meanings given such terms in the Indenture mentioned below); and WHEREAS, the City has previously entered lease transactions in connection with additions and improvements to the Anaheim Convention Center and other City assets pursuant to which certain outstanding securities, consisting of the 1992 Certificates, the 1993 Certificates, the 2002 Bonds and the 2010 Note (collectively, the "Prior Obligations ") remain payable from lease payments to be made by the City; and WHEREAS, the City has requested the Authority's assistance in financing the costs of the 2014 Project and the refunding of the Prior Obligations; and WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue its bonds and notes for the purpose of financing the costs of capital improvements, such as the 2014 Project, for a local agency such as the City; and WHEREAS, the Authority is authorized pursuant to the Refunding Act to issue bonds for the purpose of refunding the Prior Obligations; and WHEREAS, in connection with the financing of the 2014 Project and the refunding of the Prior Obligations, the Authority has determined to lease certain Anaheim Convention Center property described in the Site Lease (the "Leased Property ") from the City pursuant to a Site and Facility Lease (the "Site Lease ") with the City and, on the terms and OHSUSA:756113022.3 conditions set forth in a Lease Agreement (the "Lease Agreement "), the Authority has determined to lease the Leased Property back to the City; and WHEREAS, the Authority has determined to authorize and issue one or more series of lease revenue bonds (the "Bonds "), on the terms and conditions set forth in an Indenture of Trust (the "Indenture "), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee "), to pay the costs of the 2014 Project, including the costs of issuance of the Bonds, and to refund all of the outstanding Prior Obligations; and WHEREAS, the Bonds are to be payable from, and secured by a pledge of and lien on, the Lease Payments paid by the City pursuant to the Lease Agreement and the other funds pledged therefor pursuant to the Indenture; and WHEREAS, there is on file with the Secretary of the Authority (the "Secretary ") the following: (1) A proposed form of the Indenture; (2) A proposed form of the Site Lease; (3) A proposed form of the Lease Agreement; (4) A proposed form of a Purchase Contract (the "Purchase Contract ") for the purchase of the Bonds to be entered into by the Authority, the City and Citigroup Global Markets Inc., as representative of the underwriters of the Bonds; and (5) A proposed form of Preliminary Official Statement (the "Preliminary Official Statement ") to be used in connection with the offering of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the members of the Board of Directors of the Anaheim Public Financing Authority as follows: Section 1. The issuance of the Bonds in one or more series in an aggregate principal amount of not to exceed $300,000,000 on the terms and conditions set forth herein and in the Indenture is hereby authorized and approved. The Bonds shall not constitute a general obligation of the Authority or a charge against the general assets of the Authority but shall be payable solely from, and secured solely by, the Lease Payments paid by the City under the Lease Agreement and the other funds pledged therefor pursuant to the Indenture. The Bonds shall not constitute an obligation of any member of the Authority. The Bonds will be issued from time to time in such series, in such aggregate principal amount or amounts (subject to the limitations contained in the first sentence of this Section 1), will be dated such date or dates, will bear interest at such rate or rates (which interest on any series of the Bonds may be fixed or variable and tax - exempt or taxable for federal income tax OHSUSA:756113022.3 2 purposes), will be subject to redemption, including redemption from mandatory sinking fund payments, will be issued in the form, and will be as otherwise provided in the Indenture executed and delivered pursuant to Section 2 hereof; provided, that, the stated interest rate on any Bond shall not exceed 8% per annum and the final maturity of the Bonds shall not extend beyond 2050. The proceeds of the sale of each series of the Bonds, including any accrued interest and premium, will be applied simultaneously with the delivery of such Bonds as provided in the Indenture. Section 2. The terms and provisions of the Indenture in substantially the form on file with the Secretary are hereby approved, and each member of the Board of Directors of the Authority, the Executive Director of the Authority and the Treasurer of the Authority (each hereinafter referred to as an "Authorized Officer "), acting alone, is hereby authorized and empowered to execute and deliver the Indenture. The Authorized Officer executing the Indenture may include in the executed Indenture any changes, insertions or deletions therein from the form on file with the Secretary, which are consistent with this Resolution and are approved by such Authorized Officer and counsel to the Authority, such approval of the Authorized Officer and counsel to the Authority to be conclusively evidenced by such Authorized Officer's execution and delivery of the Indenture. The Bonds may be issued as a single series or as several series, as determined by an Authorized Officer, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver to the Trustee any supplement or amendment to the Indenture necessary in connection with the issuance from time to time of the Bonds in two or more series and to determine the specific terms and conditions of each such series, subject to the limitations on the Bonds contained in this Resolution and in the Indenture. Section 3. The terms and provisions of the Site Lease in substantially the form on file with the Secretary are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Site Lease. The Authorized Officer executing the Site Lease may include in the executed Site Lease any changes, insertions or deletions therein from the form on file with the Secretary, which are approved by such Authorized Officer and counsel to the Authority, such approval of the Authorized Officer and counsel to the Authority to be conclusively evidenced by such Authorized Officer's execution and delivery of the Site Lease. Section 4. The terms and provisions of the Lease Agreement in substantially the form on file with the Secretary are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Lease Agreement. The Authorized Officer executing the Lease Agreement may include in the executed Lease Agreement any changes, insertions or deletions therein from the form on file with the Secretary, which are approved by such Authorized Officer and counsel to the Authority, such approval of the Authorized Officer and counsel to the Authority to be conclusively evidenced by such Authorized Officer's execution and delivery of the Lease Agreement. Section 5. The terms and provisions of the Purchase Contract in substantially the form on file with the Secretary are hereby approved for each series of Bonds. Each Authorized OHSUSA:756113022.3 3 Officer acting alone, is hereby authorized and empowered to execute and deliver the Purchase Contract for each series of Bonds. The Authorized Officer executing the Purchase Contract may include in the executed Purchase Contract any changes, insertions or deletions therein from the form on file with the Secretary, which are consistent with this Resolution and are approved by such Authorized Officer and counsel to the Authority, such approval of the Authorized Officer and counsel to the Authority to be conclusively evidenced by an Authorized Officer's execution and delivery of the Purchase Contract. The Authorized Officer executing the Purchase Contract on behalf of the Authority for a series of Bonds is hereby authorized and empowered to determine the price to be paid for the Bonds of such series pursuant to the Purchase Contract; provided, that, such price shall not be less than 95% of the aggregate principal amount of the Bonds of such series and the underwriter's discount cannot exceed I% of the aggregate principal amount of the Bonds of such series. Section 6. Each Authorized Officer, acting alone, is hereby authorized and empowered to prepare, or cause to be prepared, a Preliminary Official Statement in connection with the Bonds in substantially the form on file with the Secretary. The Authorized Officer deeming the Preliminary Official Statement final pursuant to Section 11 hereof may include in the final Preliminary Official Statement delivered in connection with the Bonds any changes, insertions or deletions therein from the form on file with the Secretary, which are approved by such Authorized Officer and counsel to the Authority, such approval of the Authorized Officer and counsel to the Authority to be conclusively evidenced by such Authorized Officer's certification that the Preliminary Official Statement is so deemed final. Each Authorized Officer, acting alone, is hereby authorized and empowered to prepare, or cause to be prepared a final official statement in connection with the Bonds (the "Official Statement ") substantially in the form of the Preliminary Official Statement delivered in connection with the Bonds with such changes, insertions or deletions therein as may be approved by the Authorized Officer executing the Official Statement and counsel to the Authority, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the Bonds, and to execute and deliver the Official Statement to the underwriter for the Bonds. Section 7. The Chairman or Vice Chairman of the Board of Directors of the Authority, and each of them, acting alone, is hereby authorized and directed to execute, by manual or facsimile signature, each series of the Bonds, and the Secretary or an Assistant Secretary of the Authority, and each of them, acting alone, is hereby authorized and directed to attest, by manual or facsimile signature, thereto, in the name and on behalf of the Authority, in the form set forth in the Indenture. Section 8. The Bonds of each series, when executed as provided in Section 7 hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate and register the Bonds so delivered by executing the appropriate Certificate of Authentication appearing thereon, and to deliver such Bonds, when duly executed, authenticated and registered, to the purchasers thereof in accordance with written instructions executed on behalf of the Authority by any Authorized Officer, which instructions said OHSUSA:756113022.3 4 Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and to deliver to the Trustee. Such instructions shall provide for the delivery of such Bonds to the purchaser thereof, or upon such purchaser's order, upon payment of the purchase price therefor. Section 9. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond counsel for the Bonds and Public Financial Management, Inc. is hereby appointed as financial advisor to the Authority in connection with the issuance of the Bonds. Citigroup Global Markets Inc., De La Rosa & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Bank, N.A., are hereby appointed as the underwriters for the Bonds. Section 10. In making any determination with respect to the Bonds, the Indenture, the Lease Agreement, the Site Lease or the Purchase Contract, or in taking any other action required or authorized to be taken pursuant to this Resolution, each Authorized Officer shall be subject to the provisions of this Resolution. Section 11. Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its respective date, within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended. Section 12. All actions heretofore taken by the members of the Board of Directors, the officers and the agents of the Authority with respect to the issuance and sale of the Bonds are hereby approved, confirmed and ratified, and the members of the Board of Directors, the officers of the Authority and their authorized deputies and agents are hereby authorized and directed, severally, to do any and all things and to execute and deliver any and all certificates and other documents, including without limitation any continuing disclosure agreement required by Rule 15c2 -12, and one or more tax certificates or agreements with respect to the Bonds, in addition to those enumerated herein, including the preparation and distribution of any additional offering material, which any such officer and counsel to the Authority may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this Resolution. Section 13. The Authority expects that the 2014 Project is to be located within the City. Section 14. This Resolution shall take effect from and after its adoption. OHSUSA:756113022 3 5 THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors of the Anaheim Public Financing Authority this 11 day of March, 2014, by the following roll call vote: AYES: Authority Members Murray, Eastman, Brandman and Kring NOES: Chairman Tait ABSENT: None ABSTAIN: None ANAHEIM PUB ` IC F P ANCING AUTHORITY B • I_ % .mot VICE CHAP MAN OF THE BOARD OF DIRECTOi S OF THE ANAHEIM PUBLIC FINANCING AUTHORITY ATTEST: t AA" SECRETARY OF THE BOAR OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY OHSUSA:75611 3022.3 6