APFA 2004-003
RESOLUTION NO. AP¡;'A2Gu4-3
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE
OF ANAHEIM PUBLIC FINANCING AUTHORITY REVENUE BONDS
(2004 COMMUNITY FACILITIES DISTRICTS REFINANCING), SERIES
A, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$21,200,000, AUTHORIZING THE EXECUTION AND DELIVERY OF AN
INDENTURE, CERTAIN REFUNDING AND BOND PURCHASE
AGREEMENTS, A BOND PURCHASE AGREEMENT, A CONTINUING
DISCLOSURE AGREEMENT AND AN ESCROW AGREEMENT,
AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT
IN CONNECTION THEREWITH AND AUTHORIZING THE
EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES
AND RELATED ACTIONS
\VHEREAS, the Anaheim Public Financing Authority (the "Authority") is authorized
pursuant to the Marks-Roos Local Bond Pooling Act of 1985 to purchase, with the proceeds of
bonds of the Authority, bonds of local agencies within the State of California in order to assist
such local agencies in financing or refinancing public capital improvements;
WHEREAS, in order to finance or refinance certain public capital improvements, City of
Anaheim Community Facilities District No. 1989-1 (Sycamore Canyon) ("District No. 1989-1 "),
City of Anaheim Community Facilities District No. 1989-2 (The Highlands) ("District No. 1989-
2") and City of Anaheim Community Facilities District No. 1989-3 (The Summit) ("District No.
1989-3" and, together with District No. 1989-1 and District No. 1989-2, the "Districts")
previously issued certain special tax bonds (collectively, the "Prior District Bonds") pursuant to
the Mello-Roos Community Facilities Act of 1982;
WHEREAS, the Prior District Bonds of District No. 1989-1 and District No. 1989-2
were purchased by the Authority with the proceeds of the Anaheim Public Financing Authority
Local Agency Revenue Bonds (1995 Community Facilities Districts Refinancing), Series A (the
"Prior Authority Bonds");
\VHEREAS, in order to refinance the public capital improvements financed or
refinanced with its Prior District Bonds, each District is refunding and redeeming such District's
Prior District Bonds;
WHEREAS, the Authority will use the proceeds of the redemption of the Prior District
Bonds of District No. 1989-1 and District No. 1989-2 to redeem the Prior Authority Bonds;
WHEREAS, the moneys to redeem the Prior Authority Bonds will be applied to such
purpose pursuant to an Escrow Agreement by and between the Authority and U.S. Bank National
Association, 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");
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WHEREAS, in order to provide the moneys required to refund and redeem its Prior
District Bonds, District No. 1989-1 proposes to issue the City of Anaheim Community Facilities
District No. 1989-1 (Sycamore Canyon) Special Tax Bonds, Series 2004 (the "District No. 1989-
1 Bonds");
WHEREAS, in order to provide the moneys required to refund and redeem its Prior
District Bonds, District No. 1989-2 proposes to issue the City of Anaheim Community Facilities
District No. 1989-2 (The Highlands) Special Tax Bonds, Series 2004 (the "District No. 1989-2
Bonds");
WHEREAS, in order to provide the moneys required to refund and redeem its Prior
District Bonds, District No. 1989-3 proposes to issue the City of Anaheim Community Facilities
District No. 1989-3 (The Summit) Special Tax Bonds, Series 2004 (the "District No. 1989-3
Bonds");
WHEREAS, the Authority desires to purchase the District Bonds in order to assist the
Districts in refinancing such public capital improvements;
WHEREAS, in order to provide the moneys required to purchase the District Bonds, the
Authority desires to authorize the issuance of Anaheim Public Financing Authority Revenue
Bonds (2004 Community Facilities Districts Refinancing), Series A (the "Bonds"), in the
aggregate principal amount of not to exceed $21,200,000;
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and
secured and to secure the payment of the principal thereof and interest thereon, the Authority
proposes to enter into an Indenture with U.S. Bank National Association (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, the Authority has determined that securing the timely payment of the
principal of and interest on the Bonds by obtaining a bond insurance policy with respect thereto
could be economically advantageous;
WHEREAS, the Authority proposes to purchase the District No. 1989-1 Bonds, and to
agree to modified terms of redemption of the District No. 1989-1 Bonds, pursuant to a Refunding
and Bond Purchase Agreement between the Authority and District No. 1989-1 (such Refunding
and 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
"District No. 1989-1 Purchase Agreement");
WHEREAS, the Authority proposes to purchase the District No. 1989-2 Bonds, and to
agree to modified terms of redemption of the District No. 1989-2 Bonds, pursuant to a Refunding
and Bond Purchase Agreement between the Authority and District No. 1989-2 (such Refunding
and Bond Purchase Agreement, in the fonn presented to this meeting, with such changes,
insertions and omissions as are made pursuant to this Resolution, being referred to herein as the
"District No. 1989-2 Purchase Agreement");
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WHEREAS, the Authority proposes to purchase the District No. 1989-3 Bonds pursuant
to a Bond Purchase Agreement between the Authority and District No. 1989-3 (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 "District No.
1989-3 Purchase Agreement");
WHEREAS, Stone & Youngberg LLC, as representative of itself and EJ. De La Rosa &
Co., Inc., has presented the Authority with a proposal, in the fonn of a Bond Purchase
Agreement, to purchase the Bonds from the Authority (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 "Authority Purchase Agreement");
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, the underwriters
thereof must have reasonably detennined that the Authority has, or one or more appropriate
obligated persons have, undertaken in a written agreement or contract for the benefit of the
holders of the Bonds to provide disclosure of certain financial information and certain material
events on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the Authority desires to
enter into a Continuing Disclosure Agreement with the Trustee (such Continuing Disclosure
Agreement, in the fonn presented to this meeting, with such changes, insertions and omissions as
are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure
Agreement") ;
WHEREAS, a fonn 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 fonns of:
(a) the Indenture;
(b) the District No. 1989-1 Purchase Agreement;
(c) the District No. 1989-2 Purchase Agreement;
(d) the District No. 1989-3 Purchase Agreement;
(e) the Authority Purchase Agreement;
(f) the Continuing Disclosure Agreement;
(g) Escrow Agreement; and
(h) the Preliminary Official Statement;
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WHEREAS, all acts, conditions and things required by the laws of the State of
California to exist, to have happened and to have been perfonned precedent to and in connection
with the consummation of the transactions authorized hereby do exist, have happened and have
been perfonned in regular and due time, fonn and manner as required by law, and the Authority
is now duly authorized and empowered, pursuant to each and every requirement of law, to
consummate such transactions for the purpose, in the manner and upon the tenns herein
provided;
NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing
Authority does hereby resolve, detennine and order as follows:
Section 1. All of the recitals herein contained are true and correct and the Board of
Directors of the Authority (the "Board of Directors") so finds.
Section 2. The Board of Directors hereby finds and detennines that the purchase of the
District Bonds by the Authority will result in significant public benefits, namely, savings in the
effective interest rates on the District Bonds.
Section 3. Subject to the provisions of Section 4 hereof, the issuance of the Bonds, in an
aggregate principal amount of not to exceed $21,200,000, on the tenns and conditions set forth
in, and subject to the limitations specified in, the Indenture, 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 fonn and shall be as otherwise provided in
the Indenture, as the same shall be completed as provided in this Resolution.
Section 4. The Indenture, in substantially the fonn submitted to this meeting and made a
part hereof as though set forth herein, is hereby approved. The Chainnan of the Authority and the
Vice-Chainnan of the Authority, and such other members of the Board of Directors as the
Chainnan may designate, the Executive Director of the Authority, the Treasurer of the Authority
and the Secretary of the Authority (the "Authorized Officers") are, and each of them is, hereby
authorized and directed, for and in the name of the Authority, to execute and deliver the
Indenture in the fonn 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 $21,200,000, shall not result in a final maturity date of
the Bonds later than September 1, 2014 and shall not result in a true interest cost for the Bonds in
excess of 4.00%.
Section 5. The District No. 1989-1 Purchase Agreement, in substantially the fonn
submitted to this meeting and made a part hereof as though set forth herein, is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the Authority, to execute and deliver the District No. 1989-1 Purchase Agreement in the
fonn 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 District No. 1989-1 Purchase Agreement by such
Authorized Officer; provided, however, that such changes, insertions and omissions shall not
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result in the percentage amount of the aggregate purchaser's discount (not including any original
issue discount) from the principal amount of the District No. 1989-1 Bonds being different than
the percentage amount of the aggregate underwriter's discount (not including any original issue
discount) from the principal amount of the Authority Bonds pursuant to the Authority Purchase
Agreement.
Section 6. The District No. 1989-2 Purchase Agreement, in substantially the fonn
submitted to this meeting and made a part hereof as though set forth herein, is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the Authority, to execute and deliver the District No. 1989-2 Purchase Agreement in the
fonn 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 District No. 1989-2 Purchase Agreement by such
Authorized Officer; provided, however, that such changes, insertions and omissions shall not
result in the percentage amount of the aggregate purchaser's discount (not including any original
issue discount) from the principal amount of the District No. 1989-2 Bonds being different than
the percentage amount of the aggregate underwriter's discount (not including any original issue
discount) from the principal amount of the Authority Bonds pursuant to the Authority Purchase
Agreement.
Section 7. The District No. 1989-3 Purchase Agreement, in substantially the fonn
submitted to this meeting and made a part hereof as though set forth herein, is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the Authority, to execute and deliver the District No. 1989-3 Purchase Agreement in the
fonn 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 District No. 1989-3 Purchase Agreement by such
Authorized Officer; provided, however, that such changes, insertions and omissions shall not
result in the percentage amount of the aggregate purchaser's discount (not including any original
issue discount) from the principal amount of the District No. 1989-3 Bonds being different than
the percentage amount of the aggregate underwriter's discount (not including any original issue
discount) from the principal amount of the Authority Bonds pursuant to the Authority Purchase
Agreement.
Section 8. The Authority Purchase Agreement, in substantially the fonn submitted to
this meeting and made a part hereof as though set forth herein, is hereby approved. The
Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name
of the Authority, to execute and deliver the Authority Purchase Agreement in the fonn 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 Authority 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 0.525% of the aggregate principal amount of the Bonds.
Section 9. The Continuing Disclosure Agreement, in substantially the fonn submitted to
this meeting and made a part hereof as though set forth herein, is hereby approved. The
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Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name
of the Authority, to execute and deliver the Continuing Disclosure Agreement in the fonn
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 Continuing Disclosure Agreement by such Authorized Officer.
Section 10. The Escrow Agreement, in substantially the form submitted to this meeting
and made a part hereof as though set forth herein, is hereby approved. The Authorized Officers
are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to
execute and deliver the Escrow Agreement in the fonn 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
Escrow Agreement by such Authorized Officer.
Section 11. The Preliminary Official Statement, in substantially the fonn 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, 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
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 (except for the omission of certain final
pricing, rating and related infonnation as pennitted by Rule 15cZ-lZ).
Section 12. 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, 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. The Authorized Officers are, and each of them is, hereby authorized and
directed to execute the final Official Statement and any amendment or supplement thereto, for
and in the name of the Authority.
Section 13. The Authorized Officers are each hereby authorized and directed to apply
for municipal bond insurance for the Bonds and to obtain such insurance if the present value cost
of such insurance is less than the present value of the estimated savings with respect to interest
on the Bonds resulting from the purchase of such insurance. The Authorized Officers are each
hereby authorized and directed, for and in the name and on behalf of the Authority, to execute
and deliver a contract for such insurance if such contract is deemed by the Authorized Officer
executing the same to be in the best interests of the Authority, such detennination to be
conclusively evidenced by such Authorized Officer's execution and delivery of such contract.
Section 14. The officers of the Authority 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 and certificates which they or any of them deem necessary or advisable in
order to consummate the transactions contemplated by this Resolution and othetwise to carry
out, give effect to and comply with the tenns and intent of this Resolution.
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Section 15. All actions heretofore taken by the officers and agents of the Authority with
respect to the transactions set forth above are hereby approved, confinned and ratified.
Section 16. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED by the Board of Directors of the Anaheim Public Financing
Authority on April 20, 2004.
ATTEST:
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CITY OF ANAHEIM )
COUNTY OF ORANGE )
STATE OF CALIFORNIA )
I, Sheryll Schro:~écretary of the Anaheim Public Financing Authority, do hereby
certify that the foregoing Resolution No. 2004-was duly passed and adopted at a meeting of the
Board of Directors of the Anaheim Public Financing Authority held on the 20th day of
April, 2004, with the following roll call vote, to wit:
AYES: BOARD MEMBERS: Pringle, Chavez, Hernandez, McCracken
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
ABSTAIN: BOARD MEHBERS: Tait
(SEAL)
The foregoing is the original of Resolution No. 2004;duly passed and adopted by the
Board of Directors of the Anaheim Public Financing Authority at its meeting held on
April 20, 2004.
(SEAL)
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