APFA 2004-002RESOLUTION NO. APFA 2004-2
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY, (I)
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$15,000,000 AGGREGATE PRINCIPAL AMOUNT OF
WATER REVENUE REFUNDING BONDS OF SAID
AUTHORITY; (II) APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION AND DELIVERY OF
AN INDENTURE OF TRUST, AN INSTALLMENT
PURCHASE AGREEMENT, SALE DOCUMENTS AND
OTHER RELATED DOCUMENTS; (III) APPROVING THE
EXECUTION AND DELIVERY OF AN OFFICIAL
STATEMENT; AND (IV) APPROVING CERTAIN
ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Anaheim (the "City") and the Anaheim Redevelopment
Agency have heretofore entered into a Joint Exercise of Powers Agreement (the "Joint Exercise
of Powers Agreement") establishing the Anaheim Public Financing 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, the City has previously issued its Water Revenue Bonds, 1986
Series (the "1986 Bonds") and its Water Revenue Bonds, 1993 Series (the "1993 Bonds," and
together with the 1986 Bonds, the "Prior Bonds") for the purpose of refinancing certain
improvements to the City's water system (the "Water System"); and
WHEREAS. it has been proposed that the Authority assist the City in the
refunding of the Prior Bonds; 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 BNY Western
Trust Company, as trustee (the "Trustee"), the proposed form of which has been presented to this
Board, the issuance of the Authority's Revenue Refunding Bonds, 2004 Series (Water System
Refunding) (the "2004 Bonds") in the aggregate principal amount of not to exceed $15,000,000
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 has been proposed that the Authority purchase components of the
Water System in consideration for providing proceeds of the 2004 Bonds, and the City will
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purchase back such components 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 in connection therewith; and
WHEREAS, it has been proposed that the 2004 Bonds be sold on a competitive
basis in accordance with the terms and provisions of Official Notice of Sale and Bid Form for the
2004 Bonds (the "Sale Documents"), the proposed forms of which have been presented to this
Board; 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 Public Financing
Authority does hereby resolve, determine and order as follows:
SECTION 1: The Board hereby authorizes the issuance of the 2004 Bonds under
and pursuant to the Bond Law; provided, the aggregate principal amount of the 2004 Bonds shall
not exceed $15,000,000. Thc 2004 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 Chairman, the Executive Director, the Treasurer, the Authority
Financial Advisor and Authority Counsel, or their respective designees (each, an "Authorized
Officer"), is hereby authorized to execute, and the Secretary is hereby authorized to attest and
affix the seal of the Authoritv to, the 2004 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 2004 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 to execute, and the Secretary is hereby authorized 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 Sale Documents 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 to execute
the final form of the Sale Documents, for and in the name and on behalf of the Authority. Sealed
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proposals shall be received at the time and place provided for in the Sale Documents. Each
Authorized Officer is hereby authorized to accept the best bid.
SECTION 4: The Board hereby approves the Preliminary Official Statement
relating to the 2004 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 Fulbright &
Jaworski L.L.P., Bond Counsel and Disclosure Counsel ("Bond Counsel"). Each of the
Authorized Officers is hereby authorized to execute and deliver a certificate deeming the
Preliminary Official Statement final for purposes of SEC Rule 15c2-12. Upon the pricing of the
2004 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 2004 Bonds.
SECTION 5: The agreements and documents 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 2004 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 and documents
approved in Sections 1, 2 and 3 hereof, the following with respect to the 2004 Bonds:
(a)
$15,000,000;
the aggregate principal amount of the 2004 Bonds, which shall not exceed
(b)
October 1, 2014;
the final maturity of the 2004 Bonds, which shall be not later than
and
(c)
the yield on the 2004 Bonds, which shall not exceed three percent (3.0%);
(d)
the 2004 Bonds.
the outstanding obligations of the City and the Authority to be defeased by
SECTION 6: The Chairman, the Executive Director, the Treasurer 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 2004 Bonds, to arrange for the insuring
of all or any portion of the 2004 Bonds with any municipal bond insurer and to consummate the
transactions contemplated by the Indenture, the Installment Purchase Agreement, the Escrow
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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.
APPROVED AND ADOPTED by the Anaheim Public Financing Authority this
20th day of April, 2004, by the following vote'
By
ATTEST:
CHAIRMAN OF
T~EiM PUBLIC
FINANCING AUTHORITY
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim
Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA 2004-
was introduced and adopted at a regular meeting provided by law of the Board of Directors of
the Anaheim Public Financing Authority held on the20tlitay of April, 2004, by the following vote
of the members thereof:
AYES:
BOARD MEMBERS: Pringle, Chavez, Hernandez, McCracken, Tait
NOES:
BOARD MEMBERS: None
ABSENT: BOARD MEMBERS' None
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution
No. APFA 2004-2 on the 20th of April, 2004.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim
Public Financing Authority this 20th day of April, 2004.
PUBLIC FINANCING AUTHORITY
(SEAL)
I, Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2004- 2
duly passed and adopted by the Anaheim Public Financing Authority on April 2___0, 2004.
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