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AHPIA-2017-004RESOLUTION NO. AHPIA-201 7-004 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY AUTHORIZING THE ISSUANCE OF ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY SEWER REVENUE BONDS, SERIES 2018, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $54,000,000, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, AN INSTALLMENT PURCHASE AGREEMENT AND A BOND PURCHASE AGREEMENT, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, the Anaheim Public Financing 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 Anaheim Public Financing 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 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 the City desires to finance certain additional improvements (the "Additional Improvements") to its sewage and wastewater system; WHEREAS, pursuant Article 4 of the Joint Exercise of Powers Act (6500 et seq. of the California Government Code) (the "Act"), the Anaheim Housing and Public Improvements Authority (the "Authority") is authorized to issue bonds for financing and refinancing public capital improvements or projects whenever there are significant public benefits, as determined by the City; WHEREAS, the City has determined that there are significant public benefits to be derived from securing the assistance of the Authority in refinancing the Existing Improvements and financing the Additional Improvements, in that the City and the Authority will benefit from demonstrable savings in effective interest rates as a result of the issuance of bonds by the Authority pursuant to Article 4 of the Act; OHSUSA 767406735.4 WHEREAS, in order to provide funds to refinance the Existing Improvements by refunding and redeeming the Prior Bonds and to finance the Additional Improvements, the Authority and the City desire that the Authority issue its Anaheim Housing and Public Improvements Authority Sewer Revenue Bonds, Series 2018 (the "Bonds"); WHEREAS, the Bonds will be payable from and secured by installment payments to be made by the City pursuant to an Installment Purchase Agreement by and between the City and the Authority (such Installment Purchase 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 "Installment Purchase Agreement"); WHEREAS, the Bonds will be issued pursuant to an Indenture by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee") (such Indenture, 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 "Indenture"); WHEREAS, Wells Fargo Bank, N.A. (the "Underwriter"), has presented the Authority and the City with a form of Bond Purchase Agreement, pursuant to which the Underwriter proposes to purchase the Bonds (such Bond Purchase 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 "Purchase Agreement"); WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Bonds has been prepared (such Preliminary Official Statement, 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 "Preliminary Official Statement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Installment Purchase Agreement; (b) the Indenture; (c) the Purchase Agreement; and (d) the Preliminary Official Statement; WHEREAS, the Board of Directors of the Authority (the "Board of Directors") desires to authorize the issuance of the Bonds and the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance of the Bonds, the refinancing of the Existing Improvements by refunding and redeeming the Prior Bonds and the financing the Additional Improvements; 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 above recitals are true and correct, and the Board of Directors so finds and determines. 2 OHSUSA 767406735.4 Section 2. Subject to the provisions of Section 3 hereof, the issuance of the Bonds, in an aggregate principal amount of not to exceed $54,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, be and the same is hereby authorized and approved. The Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution. Section 3. The Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth 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 Auditor of the Authority, 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 Indenture in the form submitted 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 Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Bonds in excess of $54,000,000, shall not result in a final maturity date of the Bonds later than February 1, 2048 and shall not result in a true interest cost for the Bonds in excess of 4.00% per annum. Section 4. The Installment Purchase 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 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 Installment Purchase 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 Installment Purchase Agreement by such Authorized Officer. Section 5. The Purchase 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 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 Purchase 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 Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Bonds in excess of 0.40% of the aggregate principal amount of the Bonds. Section 6. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby 3 OHSUSA 767406735.4 authorized 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 Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by said Rule). Section 7. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of 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 the final Official Statement and any amendment or supplement thereto. Section 8. 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. All actions heretofore taken by the Authorized Officers and their authorized deputies and agents with respect to the issuance and sale of the Bonds, the refinancing of the Existing Improvements by refunding and redeeming the Prior Bonds and the financing the Additional Improvements, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. 4 OHSUSA 767406735.4 THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors of the Anaheim Housing and Public Improvements Authority on this 19th 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 FINANCING AUTHORITY By C— CHAIRMAN OF THE BOARD OF DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY ATTEST: SECRETARY OF THE BOARD OF DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY OHSUSA 767406735.4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting Secretary of the Anaheim Housing and Public Improvements Authority, do herby certify that the foregoing Resolution No. AHPIA-2017-004 was duly adopted at its regular meeting provided by law, of the Anaheim Housing and Public Improvements Authority held on the 191h 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. SECRETARY TO THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY (SEAL)