AHPIA-2014-002 RESOLUTION NO. AHPIA 2014- 002
A RESOLUTION OF THE ANAHEIM HOUSING AND
PUBLIC IlVIPROVEMENTS AUTHORITY AUTHORIZING
THE I5SUANCE OF NOT TO EXCEED $300,OOQ,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; APPROVING,
AUTHORIZING AND DIRECTING THE EXECUTION OF
CERTAIN DOCUMENTS (AS DESCRIBED AND
IDENTIFIED IN THIS RESOLUTIOI� RELATING TO THE
ISSUANCE OF SAID BONDS; DETERMINING SUCH
ACTIONS ARE EXEMPT FROM THE ENVIRONMENTAL
QUALITY ACT (CEQA) PURSUANT TO CEQA
GUIDELINES 5ECTIONS 15060(c)(3), 15378{b)(4) AND
15378(b)(5); AND DETERMINING THAT THE
PREVIOUSLY-CERTIFIED FINAL SUPPLEMENTAL
ENVIRONMENTAL IMPACT REPORT NO. 2008-00340 (AS
DESCRIBED IN THIS RESOLUTION) SERVES AS THE
APPROPRIATE ENVIRONMENTAL DOCUMENTATION
FOR THE PROPOSED ACTIONS
WHEREAS, the Anaheim Housing and Public Improvements 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 3uly 1, 2014, between the City of
Anaheim, California (the "City") and the Anaheim Housing Authority (the "Housing
Authority"); and
WHEREAS, the Joint Powers Agreement provides that the Authority shall have
the common powers of the City and the Housing Authority with respect to fmancing,
refinancing, development, provision, and support of residential housing and related programs,
facilities and services and such additional powers as are available to the Authority pursuant to
the Act or other applicable law, including without limita.tion such powers in connection with
fmancing, refmancina, development, provision, and support of residential housing, public
buildings, infrastructure facilities and programs related to any of the foregoing; and
WHEREAS, on September 20, 1994, the City Council adopted the Anaheim
Resort Specific Plan and in support thereof, certified Master Environmental Impact Report
("MEIR No. 313"); and
' WHEREAS, by Resolution No. 2012-158, the City Council certified Final
Supplemental Environmental Impact Report No. 2008-00340 ("Final EIR No. 340") for various
entitlements and actions referenced therein, including, inter alia, entitlements permitting the
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maximum build-out of the Anaheim Resort Specific Plan, including an increase of up to 406,359
square feet of convention center space; and
WHEREAS, the City desires to provide for the financing of the Costs
(capitalized terms used herein and not otherwise defined shall have the meanings given such
terms pursuant to the Indenture mentioned below) of an expansion to the Anaheim Convention
Center constituting the 2014 Project and the refmancing of the Refinanced Capital
Improvements; and
WHEREAS, the City has requested the Authority's assistance in providing for
the financing of the Costs of the 2014 Project and the refinancing of the Refinanced Capital
Improvements; and
WHEREAS, in connection with the financing of the Costs of the 2014 Project
and the refinancing of the Refmanced Capital Improvements, the City proposes to lease the
Leased Premises to the Authority pursuant to the Site Lease; and
WHEREAS, in connection with the financing of the Costs of the 2014 Project
and the refinancing of the Refmanced Capital Improvements, the Authority proposes to lease the
Leased Premises to the City pursuant to the Lease Agreement; and
WHEREAS, the Authority has agreed to provide funds to finance the Costs of
the 2014 Project and to refinance the Refinanced Capital Improvements by issuing its 2014
Bonds pursuant to an Indenture of Trust between the Authority and U.S. Bank National
Association (the "Indenture"); and
WHEREAS, the Authority's Bonds are payable only from Revenues to the
Authority and the other funds pledged therefor pursuant to the Indenture; and such Authority
Bonds do not constitute an indebtedness or general obligation of the City; 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
purckase of the 2014 Bonds to be entered into by the Authority, the City and
Citigroup Global Markets Inc., as representative of the underwriters of the
2014 Bonds; and
(5) A proposed form of Prelirninary Official Statement (the "Preliminary Official
Statement") to be used in connection with the offering of the 2014 Bonds;
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NOW, THEREFORE, BE IT RESOLVED by the members of the Board of
Directors of the Anaheim Housing and Public Improvements Authority as follows:
Section 1 . The issuance of the 2014 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 2014 Bonds shall not constitute a debt, liabiliry or obligation of the State of
California or any public agency thereof, including any member of the Authority, other than the
special obligation of the Authority payable solely from the Revenues and the other funds pledged
therefor pursuant to the Indenture and the 2014 Bonds shall not constitute a pledge of the faith and
credit, or the taxing power, of the State of California or any political subdivision thereof, including
any member of the Authority.
The 2014 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 2014 Bonds may be fixed or variable and tax-exempt or taa.able for federal income taac
purposes), will be subject to redemption, including redemption from manda,tory 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 annwn and the final maturiry of the 2014 Bonds shall not extend beyond 2050.
The proceeds of the sale of each series of the 2014 Bonds, including any accrued
interest and premium, will be applied simultaneously with the delivery of such 2014 Bonds as
provided in the Indenture.
Section 2. The terms and provisions of each of the Indenture, the 5ite Lease, the
Lease Agreement and the Purchase Contract (collectively, the "Financing Documents") 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, the Auditor 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 each of the
Financing Documents by and on behalf of the Authority. It shall not be necessary for the same
Authorized Officer to execute all of the Financing Documents. The Authorized Officer executing a
Financing Document may include in the executed Financing Document 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 Financing Document.
Section 3 . Each Authorized Officer acting alone is hereby authorized and
empowered to execute and deliver a separate Purchase Contract for each series of 2014 Bonds.
The Authorized Officer executing a Purchase Contract on behalf of the Authority for
a series of 2Q14 Bonds is hereby authorized and empowered to deternvne the price to be paid for the
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2014 Bonds of such series pursuant to such Purchase Contract; provided, that, such price shall not be
less than 95% of the aggregate principal amount of the 2014 Bonds of such series and the
underwriter's discount shall not exceed 1% of the aggregate principal amount of the 2014 Bonds of
such series.
Section 4. 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 2014 Bonds in substantially the form on file with the Secretary. The Authorized Officer
deeming the Prelixninary Official Statement final pursuant to Section 9 hereof may include in the
final Preliminary Official Statement delivered in connection with the 2014 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 Authoriry to be conclusively evidenced by such Authorized Officer's
certification that the Preliminary Official Stateme�t is so deemed fmal. 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 2014 Bonds (the "Official Statement")
substantially in the form of the Preliminary Official Statement delivered in connection with the
2014 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
of the Authorized OfFicer and counsel to the Authority 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 (including delivery in electronic form) the
Preliminary Official Statement to the underwriters for the 2014 Bonds, and to execute and
deliver (including delivery in electronic fortn) the Official Statement to the underwriters for the
2014 Bonds.
Section 5 . Each of the Ckairman and Vice Chairman of the Board of Directors of
the Authority, acting alone, is hereby authorized and directed to execute each series of the 2014
Bonds, by manual or facsimile signature, and the Secretary or an Assistant Secretary of the
Authority, and each of them, acting alone, is hereby authorized and directed to attest thereto, by
manua.l or facsimile signature, in the name and on behalf of the Authority, in the form set forth in the
Indenture.
Section 6. The 2014 Bonds of each series, when executed as provided in Section 5
hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby
requested and directed to authenticate and register the 2014 Bonds so delivered by executing the
appropriate Certificate of Authentication appearing thereon, and to deliver such 2014 Bonds, when
duly executed, authenncated and registered, to the purchasers thereof in accordance with written
instructions executed on behalf of the Authority by any Authorized Officer, which instructions said
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 2014 Bonds to the purchaser thereof, or upon such purchaser's order, upon payrnent of the
purchase price therefor.
Section 7. Omck, Herrington & Sutcliffe LLP is hereby appointed as bond counsel
for the 2014 Bonds and Public Financial Management, Inc. is hereby appointed as fmancial advisar
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to the Authority in connection with the issuance of the 2014 Bonds. Citigroup Global Markets Inc.,
Stifel, Nicolaus & Company, Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and Wells Fargo Bank, N.A., are hereby appointed as the underwriters for the 2014 Bonds.
Section 8. In making any determination with respect to the 2014 Bonds, the
Indenture, the Lease Agreement, the Site Lease or the Purchase Contract, or in taking any other
action required or authorized to be talcen pursuant to this Resolution, each Authorized Officer shall
be subject to the provisions of this Resolution.
Section 9. 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 date, within the meaning of Rule 15c2-12 promulgated under the 5ecurities Exchange
Act of 1934, as amended.
Section 10. The Board of Directors hereby finds and determines that, in
accordance with the California Environxnental Qua.lity Act (Public Resources Code 5ection
21000 et seq.; herein referred to as "CEQA") and Title 14 of the California Code of Regulations
(herein referred to as the "CEQA Guidelines"), the approvals required under CEQA have been
made pursuant to the prior certification of Final EIR No. 340 (which included mitigation
measures, a water supply assessment, a statement of overriding considerations and findings
thereto), prior approvals of related resolutions and ordinances, and the prior filing of a notice of
determination (collectively, the "EIR"), the EIR is the appropriate environmental document for
the actions approved by this Resolution, and that none of the conditions set forth in Sections
15162 or 15163 of the CEQA Guidelines calling for the preparation of subsequent or
supplemental environmental documentation have occurred, specifically because with respect to
the actions approved by this Resolution there is not substantial evidence in light of the whole
record that (i) substantial changes have been proposed to the 2014 Project, (ii) substantial
changes have occurred with respect to the circutnstances under which the 2014 Project is to be
undertaken, and (iii) no new material information of substantial importance shows that any of the
factors indicated in CEQA Guidelines Section 15162(a)(3) have occurred .
Section 11. The Board of Directors hereby finds and determines that, in
accordance with CEQA and the CEQA Guidelines, and notwithstanding the determinations and
findings made in the prior section of this Resolution, the adoption of this Resolution by the
Board of Directors relates to the funding of a previously-approved project and to the refinancing
of the Refinanced Capital Improvements and, therefore, is exempt from CEQA pursuant to
CEQA Guidelines Sections 15060(c)(3), 15378(b)(4), and I5378(b)(5) because the activity
approved by this Resolution relating to the funding of a previously —approved project and to the
Refinanced Capital Improvements will not result in direct or indirect physical changes in the
environment and, therefore, is not a"project," as defined in Section 15378 of the CEQA
Guidelines.
Section 12. All actions heretofore taken by the members of the Board of Directors
or the officers of the Authority with respect to the leasing of the Leased Premises, the Financing
Documents and the issuance and sale of the 2014 Bonds are hereby approved, confirmed and
ratified, and the members of the Board of Directors, and the officers of the Authority and their
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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
li.mitation any continui.ng disclosure agreement required by Rule 15c2-12, and one or more tax
certificates or agreements with respect to the 2014 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 leasing of
the Leased Premises as herein approved, the execution and delivery of the Financing Documents and
the issuance, sale and delivery of the 2014 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 and the Refinanced Capital Improvements are located within the City.
Section 14. This Resolution shall take effect immediately upon its adoption.
THE FOREGOING RESOLUTION is approved and adopted by the Board of
Directors of the Anaheim Housing and Public Improvements Authority this 22ndday of July,
2014, by the following roll call vote:
AYES: Authority Members Eastman, Murray, Brandman and Kring
NOES: Chairman Tait
ABSENT: None
ABSTAIN: None
ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
By
CHAI OF THE BOARD OF DIRECTORS
OF THE ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
ATTEST
SECRETARY OF THE ANAHEIM
HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
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