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APFA-2007-003RESOLUTION NO. APFA 2007- 003 A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $55,000,000 AGGREGATE PRINCIPAL AMOUNT OF SEWER REVENUE BONDS, SERIES 2007; APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, AN INSTALLMENT PURCHASE AGREEMENT, AN OFFICIAL STATEMENT, AND A BOND PURCHASE AGREEMENT; AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS AND CERTIFICATES AND THE TAKING OF RELATED ACTIONS WHEREAS, the City of Anaheim (the "City") and the Redevelopment Agency of the City of Anaheim (the "Redevelopment Agency") have heretofore executed a joint exercise of powers agreement, dated January 28, 1992 (the "Joint Powers Agreement"), by and between the City and the Redevelopment Agency, which Joint Powers Agreement creates and establishes 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 and the Joint Powers Agreement, 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; and WHEREAS, the Authority has determined that it is desirable and furthers the public purpose to assist in the financing of certain improvements (the "Project") to the sanitary sewer collection system (the "System") of the City, in that the City and the Authority will thereby benefit from demonstrable savings in the cost of financing the Project and the services provided by the System; and WHEREAS, in order to realize such public benefits, the Authority desires to authorize the issuance of not to exceed $55,000,000 in aggregate principal amount of its Sewer Revenue Bonds, Series 2007 (the "Bonds") and to approve the execution and delivery of certain documents in connection therewith; and WHEREAS, the Authority further desires to authorize the sale of the Bonds to E.J. De La Rosa & Co., Inc., as underwriter (the "Underwriter"), and all .other acts necessary or advisable in connection therewith; and WHEREAS, a proposed form of Installment Purchase Agreement (the "Agreement") to be entered into by the Authority and the City in connection with payments to be made by the City to the Authority for the Project, is on file with the Secretary of the Authority (the "Secretary"); and WHEREAS, a proposed form of the Indenture of Trust (the "Indenture"), between the Authority and The Bank of New York Trust Company, N.A. and relating to the Bonds, is on file with the Secretary; and WHEREAS, a proposed form of Bond Purchase Agreement for the Bonds, to be entered into by the Authority, the City and the Underwriter for the Bonds, is on file with the Secretary; and WHEREAS, a proposed form of Preliminary Official Statement (the "Preliminary Official Statement") to be used in connection with the offering of the Bonds, is on file with the Secretary. NOW, THEREFORE, BE IT RESOLVED by the members of the Board of Directors of the Anaheim Public Financing Authority, as follows: Section 1. The Board hereby finds and determines that the foregoing recitals are true and correct. Section 2. The issuance of the Bonds in the aggregate principal amount of not to exceed $55,000,000 on the terms and conditions set forth herein and in the Indenture is hereby authorized and approved. The Bonds shall be designated the "Anaheim Public Financing Authority Sewer Revenue Bonds, Series 2007" with such further designation as shall be necessary to identify any separate series of the Bonds. The Bonds shall not constitute a general obligation of the Authority or a charge against the general assets of the Authority but shall be payable solely from, and secured solely by, the Trust Estate, as pledged therefor pursuant to the Indenture. The Bonds shall not constitute an obligation of any member of the Authority. The Bonds shall be dated as of the Delivery Date, will bear interest from such date, will be subject to redemption, including redemption from the Sinking Fund Installments, and will be issued in the form, and will be as otherwise provided in the Indenture as executed and delivered pursuant to Section 4 hereof; provided, that, the stated interest rate of any Bond shall not exceed 8 1/2% per annum and the final maturity of the Bonds shall not extend beyond forty (40) years from the Delivery Date. The proceeds of the Bonds, including any premium, will be applied simultaneously with the delivery of the Bonds as provided in the Indenture. Section 3. The form, terms and provisions of the Agreement in the form on file with the Secretary, are hereby approved, and each member of the Board of Directors of the Authority, the Executive Director of the Authority and the Finance Director of the City (each hereinafter referred to as an "Authorized Officer"), severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Agreement in substantially said form, with such changes, insertions and deletions therein as are approved by the Authorized Officer executing the Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. 2 Section 4. The form, terms and provisions of the Indenture, in the form on file with the Secretary, are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Indenture in substantially said form, with such changes, insertions and deletions therein as are approved by the Authorized Officer executing the Indenture and counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. Each Authorized Officer, severally, is hereby authorized and empowered to execute and deliver to the Trustee any supplement or amendment to the Indenture necessary in connection with the issuance of the Bonds and to determine the specific terms and conditions of the Bonds, subject to the limitations on the Bonds contained in this resolution and in the Indenture. Section 5. The form, terms and provisions of the Bond Purchase Agreement, in the form on file with the Secretary, are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and deletions therein as are approved by the Authorized Officer executing the Bond Purchase Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officer executing a Bond Purchase Agreement on behalf of the Authority is hereby authorized and empowered to determine the price to be paid for the Bonds pursuant to the Bond Purchase Agreement; provided, that, the Underwriter's discount shall not be more than 2% of the aggregate principal amount of the Bonds, not including any amount qualifying as a net original issue premium. Section 6. The form, terms and provisions of the Preliminary Official Statement, in the form on file with the Secretary, are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to deliver to the Underwriter the Preliminary Official Statement in substantially said form, with such changes, insertions and deletions therein as are approved by the Authorized Officer delivering the Preliminary Official Statement and counsel to the Authority, such approval to be conclusively evidenced by the delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to prepare, or cause to be prepared, a final official statement in connection with the Bonds (the "Official Statement") substantially in the form of the Preliminary Official Statement with such changes, insertions or deletions therein as may be necessary to cause the same to carry out the intent of this resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Official Statement to the Underwriter. Section 7. Each Authorized Officer, severally, is hereby authorized and empowered to certify on behalf of the Authority that the Preliminary Official Statement and the 3 Official Statement is deemed final as of its respective date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Section 8. The Bonds, when so executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's Certificate of Authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by an Authorized Officer, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instruction shall provide for the delivery of the Bonds to the Underwriter in accordance with the Bond Purchase Agreement, upon payment of the purchase price thereof. Section 9. Each Authorized Officer is hereby authorized, upon a determination by such officer that the procurement of a municipal bond insurance and/or reserve surety policy or bond is in the best interests of the Authority, to procure and maintain a policy of municipal bond insurance and/or reserve surety policy or bond for the benefit of the registered owners of one or more maturities of the Bonds in such form and on such terms as such officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery of the commitment for and on behalf of the Authority to the issuer of such municipal bond insurance policy and/or reserve surety policy or bond. Section 10. The Secretary is hereby authorized and directed to attest the signature of an Authorized Officer as may be required in connection with the execution and delivery of the Bonds, the Agreement, the Indenture and the Bond Purchase Agreement in accordance with this resolution. Section 11. Capitalized terms used herein and not otherwise defined shall have the meanings given said terms pursuant to the Indenture. Section 12. All actions heretofore taken by the members of the Board of Directors, the officers and the agents of the Authority with respect to the issuance and sale of the Bonds are hereby approved, confirmed and ratified, and the members of the Board of Directors, the officers of the Authority and their authorized deputies and agents are hereby authorized and directed, severally, to do any and all things and to execute and deliver any and all certificates and other documents, including without limitation any continuing disclosure agreement required by the Rule, and one or more tax certificates or agreements with respect to the Bonds, in addition to those enumerated herein, including the preparation and distribution of any offering material, which they or counsel to the Authority may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this resolution. 4 Section 13. This resolution shall take effect immediately upon its passage. THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Public Financing Authority this 24thday of April, 2007, by the following roll call vote: AYES: Chairman Pringle, Authority Members Hernandez, Sidhu, Galloway, Kring NOES: NONE ABSENT: NONE ABSTAIN: NONE ANAHEIM PUBLIC FINAN~iPrTi(' AUTHORITY By CHAIRMAN OF THL~A EIM PUBLIC FINANCING A HORITY ATTEST: ECRETARY OF NAHEIM PUBLIC FINANCING AUTHORITY 5