APFA 2004-004
RESOLUTION NO. APFA 2004- 04
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY, (I) APPROVING
THE ISSVANCE OF NOT TO EXCEED $155,000,000
AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS OF
SAID AUTHORITY; (II) APPROVING THE FORMS OF AND
AUTHORIZING THE EXECUTION OF AN INDENTURE OF
TRUST, AN INSTALLMENT PURCHASE AGREEMENT, A
PURCHASE CONTRACT AND OTHER RELATED
DOCUMENTS; (III) APPROVING THE DELIVERY OF A
PRELIMINARY OFFICIAL STATEMENT AND 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 establishing the AnaheIm Public Financing
Authority (the "Authority"); and
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title I of the Government Code
of the State of California (the "Bond Law") and the Joint Exercise of Powers Agreement, the Authority is
authonzed 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 has been proposed that the Authority assist the City in the financing and
refinancl11g of certain public capital improvements for the City by acquiring certain portions of the City's
electric dIstribution system (the "Facilities"); and
WHEREAS, it has been proposed that the Authority sell the Facilities to the City and the City
purchase such Facllities from the Authority pursuant to an Installment Purchase Agreement (the
"lnstanment 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 "2004 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 BNY Western Trust Company, as trustee (the
"Trustee"), the proposed form of whIch has becn presented to this Board, the issuance of the Authority's
revenue honds (the "Bonds") III the aggregate pnncipal amount of not to exceed $155,000,000 under the
provisIOns of the Bond Law. for the purpose of raising funds necessary to provide such financial
assIstance to the City; and
\VHEREAS, it has heen pmposed that the Authority enter into a Purchase Contract (the
"Purchase Contract") with Citigroup Glohal Markets Inc., as underwrIter (the "Underwriter"), as
appmved by the City, the proposed fl)rn1 of which has been presented to this Board, providing for the
purchase by ncgot13ted sale of the Bonds hy the Underwriter; and
WHEREAS. the Authonty has determIned that it is in the best publtc interest of the Authority to
approvc the above documents and authorl/e and appmve the transactions contemplated thereby;
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NOW, THEREFORE. the Board of DIrectors of the Anaheim Public Financing Authority does
herehy resolve, determine and order as folJows:
SECTION 1: The Board herehy authonzes the Issuance of the Bonds under and pursuant to the
Bond Law: provided, the aggregate principal amount of the Bonds shall not exceed $155,000,000. The
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 and Authority Counsel, or their respective
desif:,rnees (each, an "Authorized Officer"), is hereby authorized to execute, and the Secretary is hereby
authorized to attest and affix the seal of the Authority to the 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
perfonnance of the Indenture.
The Board hereby approves the issuance of the 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 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 to execute, and the Secretary is hereby authorized to attest and
affix the seal of the Authority to the final form of the Purchase Contract, for and in the name and on
hehalf of the Authority. The Board hereby authorizes the delivery and performance of the Purchase
Con tract.
SECTION 4: The Board hereby approves the Preliminary Official Statement relating to the
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 the any Authorized Officer, upon consultation
with the City Attorney, as counsel to the Authority, Fulbnght & Jaworski LLP., 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 ofSEC Rule 15c2-
12. Upon the pricing of the Bonds, each of the Authorized Officers is hereby authorized to prepare and
execute a fínal Official Statement (the "OfficIal Statement"), substantially in 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 he conclusively evidenced by the executIOn and delivery thereof. The Board hereby
authonzes the distribution of the Preliminary Official Statement and the Official Statement by the
t Jnderwnter in connection with the offering and sale of the Bonds.
SECTION 5: The agreements approved III Sections 1, 2 and 3 of this Resolution shall, when
executed and delivered pursuant to saId Sections, contain such additions and changes (including additions
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and changes necessary to satIsfy the requIrements of any provider of a municipal bond insurance policy
for the Bonds) as shall have been approved by the Authorized Officers. Each of the Authorized Officers
is herehy authorized to determine, in connection with the execution and delivery of the agreements
approved III Sections 1,2 and 3 hereof. the following with respect to the Bonds:
(a) the ag!,rregate principal amount of the Bonds, which shall not exceed
$155,000,000;
(b)
the final maturity date of the Bonds, which shall not be later than October I,
2044:
(c)
the outstanding obligatIOns of the City to be defeased by the Bonds;
(d)
the true interest cost on the Bonds, which shall not exceed 6.50%;
(e) the Underwriter's discount on the Bonds, which shaH not exceed 0.65% of the
principal amount thereof; and
(f) the premium for any municipal bond insurance policy to be provided for the
Bonds, which shall not exceed 0.60% of the payments insured.
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. jomtly 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 III order to consummate the lawfùl issuance and sale of the
Bonds, to arrange for the insuring of all or any portion of the Bonds with any municipal bond insurer, to
effect the defeasance of obligations of the City and the Authority to be defeased by the Bonds, to select a
verifIcation agent in connection with such defeasance, 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 shaH take effect from and after its date of adoption.
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APPROVED AND ADOPTED by the Anaheim Public Financing Authority this 25thday of
May , 2004, by the following vote:
By: e °411 " ."
CHAIRMAN OF TH AN IM PUBLIC
FINANCING AUTHORITY
ATTEST AZ_� LJ".41
ft4'SECRETARY OF V F AHEIM
PUBLIC FINANCING • THORITY
45438257.2 4
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
)
) SS.
)
L Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregomg Resolution No. APF A 2004-v4 was introduced and
adopted at a regular meeting provided by law of the Board of Dircctors of the Anahcim Public Financing
Authority held on the & day of May~__, 2004, by the following vote of the members thereof:
AYES:
BOARD MEMBERS:
Pringle, Chavez, hcCracken,Iait
NOES:
BOARD MEMBERS:
none
ABSENT:
BOARD MEMBERS:
Hernandez
AND 1 FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. MFA
2004- 04 on the2Sth of Hay, 2004.
IN WITNESS WHEREOF, I havc hcrcunto set my hand and affixed the seal of the Anaheim Public
Fmancing Authority thisLSth day of ì.lay ,2004.
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!:;Y>SÉ~~ETARy-aiJfÍn;ý ANAHEIM
PUBLIC FINANCING AUTHORITY
(SEALì
1, 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. APF A 2004~ duly passed and
adopted by the Anaheim Public Financing Authority onhay ~, 2004.
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;S'ECRET ARY ÒJ1/niE ANAHEIM
PUBLIC FINANCING AUTHORITY
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