APFA-2017-003RESOLUTION NO.APFA- 2 017-003
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION
AND DELIVERY OF AN ESCROW AGREEMENT AND AUTHORIZING
OTHER MATTERS RELATED THERETO
WHEREAS, the Anaheim Public Financing Authority (the "Authority") previously
issued its Anaheim Public Financing Authority Sewer Revenue Bonds, Series 2007 (the "Prior
Bonds");
WHEREAS, the Prior Bonds were issued to finance certain improvements (the "Existing
Improvements") to the sewage and wastewater system of the City of Anaheim (the "City");
WHEREAS, the Prior Bonds are payable from and secured by installment payments to
be made by the City pursuant to the Installment Purchase Agreement, dated as of May 1, 2007
(the "Prior Installment Purchase Agreement"), by and between the City and the Authority;
WHEREAS, pursuant to the Prior Installment Purchase Agreement, the City has the right
to cause the Prior Bonds to be redeemed;
WHEREAS, the City has indicated that, in order to achieve certain savings, the City
desires to refinance the Existing Improvements by exercising its right to cause the outstanding
Prior Bonds to be refunded and redeemed;
WHEREAS, the City has indicated that, in order to provide funds to refinance the
Existing Improvements by refunding and redeeming the Prior Bonds, the Anaheim Housing and
Public Improvements Authority will issue its Anaheim Housing and Public Improvements
Authority Sewer Revenue Bonds, Series 2018 (the "Bonds");
WHEREAS, the proceeds of the Bonds provided for the purpose of refunding and
redeeming the Prior Bonds will be applied to such purpose pursuant to an Escrow Agreement by
and between the Authority and The Bank of New York Mellon Trust Company, N.A., as prior
trustee and as escrow bank (such Escrow Agreement, in the form presented to this meeting, with
such changes, insertions and omissions as are made pursuant to this Resolution, being referred to
herein as the "Escrow Agreement");
WHEREAS, a form of the Escrow Agreement has been prepared and submitted to this
meeting; and
WHEREAS, the Board of Directors of the Authority (the "Board of Directors") desires
to authorize the execution and delivery of the Escrow Agreement;
NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing
Authority does hereby resolve, determine and order as follows:
Section 1. The above recitals are true and correct, and the Board of Directors so finds
and determines.
OHSUSA 767556467.3
Section 2. The Escrow Agreement, in substantially the form submitted to this meeting
and made a part hereof as though set forth in full herein, be and the same is hereby approved.
Each of the Chairman of the Authority, the Vice -Chairman of the Authority, and such other
members of the Board of Directors as the Chairman may designate, the Executive Director of the
Authority, the financial advisor of the Authority (being the Finance Director of the City), the
Secretary of the Authority and such other officers of the Authority as the Executive Director may
designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized
Officers is hereby directed, for and in the name of the Authority, to execute and deliver the
Escrow Agreement in the form presented to this meeting, with such changes, insertions and
omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Escrow Agreement
by such Authorized Officer.
Section 3. The Authorized Officers and their authorized deputies and agents are, and
each of them is, hereby authorized and directed, for and in the name of the Authority to do any
and all things and to execute and deliver any and all documents which they or any of them deem
necessary or advisable in order to consummate the transactions contemplated by this Resolution
and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution.
Section 4. All actions heretofore taken by the Authorized Officers and their authorized
deputies and agents with respect to, in connection with or related to any of the agreements or
documents referred to herein, are hereby approved, confirmed and ratified.
Section 5. This Resolution shall take effect immediately upon its adoption.
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OHSUSA 767556467.3
THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors
of the Anaheim Public Financing Authority this 191' day of December, 2017, by the following
roll call vote:
AYES: Chairman Tait and Authority Members:Vanderbilt, Murray,
Barnes, Moreno, Kring, and Faessel
NOES: None
ABSENT: None
ABSTAIN: None
ANAHEIM PUBLIC FINANC AUTHORITY
By
CHAIRMAN OF THE BOARD OF DIRECTORS
OF THE ANAHEIM PUBLIC FINANCING
AUTHORITY
ATTEST:
ING SECRETARY OF THE BOARD OF
DIRECTORS OF THE ANAHEIM PUBLIC
FINANCING AUTHORITY
OHSUSA 767556467.3
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, THERESA BASS, Acting Secretary of the Anaheim Public Financing Authority, do herby certify
that the foregoing Resolution No. APFA-2017-003 was duly adopted at its regular meeting provided
by law, of the Anaheim Public Financing Authority held on the 19th day of December. 2017, by the
following vote of the members thereof:
AYES: Chairman Tait and Authority Members: Vanderbilt, Murray, Barnes, Moreno,
Kring, and Faessel
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of December. 2017.
TING SECRE ARY TO THE ANAHEIM PUBLIC
FINANCING AUTHORITY
(SEAL)