AHPIA-2016-002AHPIA RESOLUTION NO. 2016- 002
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS
AUTHORITY, (I) AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $45,000,000 AGGREGATE PRINCIPAL
AMOUNT OF REVENUE BONDS, SERIES 2016-A (WATER
SYSTEM PROJECT) 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, on or about July 1, 2014, the City of Anaheim (the "City") and the
Anaheim Housing Authority entered into a Joint Exercise of Powers Agreement establishing the
Anaheim Housing and Public Improvements 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 is proposed that the Authority assist the City in the financing of
certain public capital improvements of the City's water system (the ``Water System Assets"); and
WHEREAS, it is proposed that the Authority sell the Water System Assets to the
City and the City purchase such Water System Assets 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 "2016-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 U.S. Bank
National Association, as trustee (the "Trustee"), the proposed form of which has been presented
to this Board, the issuance of the Authority's Revenue Bonds, Series 2016-A (Water System
Project) (the "2016-A Bonds") in the aggregate principal amount of not to exceed $45,000,000
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 is proposed that the Authority enter into a Purchase Contract (the
"Purchase Contract") with RBC Capital Markets, LLC, as representative of itself and Wells
Fargo Bank, National Association, as underwriters (collectively, the "Underwriters"), the
proposed form of which has been presented to this Board, providing for the negotiated sale of the
2016-A Bonds to 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 Housing and Public
Improvements Authority does hereby resolve, determine and order as follows:
Section 1. The Board hereby authorizes the issuance of the 2016-A Bonds
under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2016-A
Bonds shall not exceed $45,000,000. The 2016-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 Executive Director, the Treasurer, the Auditor or their respective
designees (each, an "Authorized Officer"), 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
2016-A Bonds and the final form of the Indenture, for and in the name and on behalf of the
Authority. The Board hereby authorizes the delivery and performance of the Indenture.
The Board hereby approves the issuance of the 2016-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 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 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 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 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 2016-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
Norton Rose Fulbright US LLP, bond counsel and disclosure counsel (referred to herein as
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"Bond Counsel"). Each of the Authorized Officers is hereby authorized and directed to execute
and deliver a certificate deeming the Preliminary Official Statement final for purposes of SEC
Rule 15c2-12. Upon the pricing of the 2016-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, and Bond 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 2016-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 2016-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 2016-A Bonds:
(a) the aggregate principal amount of the 2016-A Bonds, which shall not
exceed $45,000,000;
(b) the capital projects to be financed with the proceeds of the 2016-A Bonds;
(c) the final maturity of the 2016-A Bonds, which shall be not later than
October 1, 2046;
(d) the yield on the 2016-A Bonds, which shall not exceed 5.00%; and
(e) the Underwriters' discount on the 2016-A Bonds, which shall not exceed
0.40% of the principal amount thereof.
Section 6. The Executive Director, the Treasurer, the Auditor 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 2016-A Bonds, to arrange for the
insuring of all or any portion of the 2016-A Bonds 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.
27351087.4/118637 3
THE FOREGOING RESOLUTION was approved and adopted by the Anaheim
Housing and Public Improvements Authority at a regular meeting of said Authority held on this
13th day of September, 2016, by the following vote:
AYES: Chairman Tait and Authority Members Kring, Murray, Brandman,
and Vanderbilt
NOES: None
ABSENT: None
ABSTAIN: None
ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
CHAIRMAN
(SEAL)
ATTEST:
SECRETARY OFT E ANAHEIM HOUSING
AND PUBLIC IMPROVEMENTS AUTHORITY
27351087.4/118637 4
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Housing
and Public Improvements Authority, do hereby certify that the foregoing AHPIA Resolution No.
2016- 0 0 2 was introduced and adopted at a regular meeting of the Board of Directors of the
Anaheim Housing and Public Improvements Authority held on the 13 thday of September, 2016,
by the following vote of the members thereof:
AYES: BOARD MEMBERS: Chairman Tait and Authority Members Kring,
Murray, Brandman, and Vanderbilt
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
ABSTAIN: BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors signed said AHPIA
Resolution No. 2016- 0 0 2 on the 2 0 tlday of September, 2016.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim
Housing and Public Improvements Authority this 20 day of September, 2016.
SECRETARY OF E AN EIM HOUSING
AND PUBLIC IMPROVEMENTS AUTHORITY
(SEAL)
I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Housing and Public
Improvements Authority, do hereby certify that the foregoing is the original AHPIA Resolution
No. 2016-002 duly passed and adopted by the Anaheim Housing and Public Improvements
Authority on September 1 -3_, 2016.
C
SECRETARY OF THE ANAHEIM HOUSING
AND PUBLIC IMPROVEMENTS AUTHORITY
27351087.4/118637