APFA-2010-001 RESOLUTION NO. APFA 2010- 001
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY
(I) AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$35,000,000 AGGREGATE PRINCIPAL AMOUNT OF
WATER REVENUE BONDS OF SAID AUTHORITY;
(II) APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF AN INDENTURE
OF TRUST, AN INSTALLMENT PURCHASE
AGREEMENT, A PURCHASE CONTRACT 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 of costs related to public capital improvements of the City; and
WHEREAS, the City wishes to finance the acquisition and construction of certain
improvements to the City's water system (the "Water System "); and
WHEREAS, it has been proposed that the Authority assist the City in financing such
improvements to the Water System; 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 U.S. Bank
National Association, as trustee (the "Trustee "), the proposed form of which has been presented
to this Board, the issuance of one or more series of the Authority's Revenue Bonds (Water
System Project) (the "2010 Bonds ") in an aggregate principal amount not to exceed $35,000,000
under the provisions of the Bond Law, for the purpose of raising funds necessary to provide such
financial assistance to the City; and
WHEREAS, the Authority finds and determines that issuing one or more series of the
2010 Bonds as taxable bonds which qualify the Authority to receive federal subsidy payments
under sections 54AA and 6431 of the Internal Revenue Code of 1986 (the "Code ") or any other
provisions of the Code that create, in the determination of any Authorized Officer (as defined
below), a similar direct -pay subsidy program (collectively, the "Build America Bonds "), could
produce economic benefits for the Authority and the City; and
WHEREAS, it has been proposed that the Authority purchase components of the Water
System in consideration for providing the proceeds of the 2010 Bonds to the City, and that the
City 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 to the Authority in connection therewith,
which payments will be used by the Authority to pay debt service on the 2010 Bonds; and
WHEREAS, to provide for the negotiated sale of the 2010 Bonds, the proposed form of a
purchase contract for the 2010 Bonds (the "Purchase Contract"), by and among the Authority,
the City and E.J. De La Rosa & Co. Inc. (the "Underwriter "), has been presented to this Board;
and
WHEREAS, there has been prepared a proposed form of preliminary official statement
describing the 2010 Bonds and related matters (the "Preliminary Official Statement"); and
WHEREAS, the Authority has determined that it is in the best interests 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: Issuance of 2010 Bonds; Indenture. The Board hereby authorizes the
issuance of the 2010 Bonds under and pursuant to the Bond Law; provided that the aggregate
principal amount of the 2010 Bonds shall not exceed $35,000,000. The 2010 Bonds shall be
issued pursuant to the Indenture in one or more series. The Board hereby approves the Indenture
in the form thereof on file with the Secretary, together with such additions thereto and changes
therein, including without limitation changes necessary to designate one or more series of the
2010 Bonds as Build America Bonds, as are approved in accordance with Section 5 hereof, such
approval to be conclusively evidenced by the execution and delivery thereof.
Each of the Chainnan, the Executive Director, the Treasurer and the Authority Financial
Advisor, 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 Authority to, the
2010 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.
SECTION 2: Installment Purchase Agreement. 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
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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: Purchase Contract. The proposed form of the Purchase Contract,
providing for the negotiated sale of the 2010 Bonds by the Authority, submitted to this Board
and on file with the Secretary, and the terms and conditions of the Purchase Contract with the
Underwriter's discount or compensation not to exceed 0.7% of the principal amount of the 2010
Bonds sold thereunder, which are hereby incorporated by reference, are hereby authorized and
approved. Each Authorized Officer is hereby authorized and directed to execute and deliver the
Purchase Contract to the Underwriter or such other underwriting firm or firms as such
Authorized Officer may select, with such additions, deletions or changes therein as shall be
approved by any Authorized Officer, such approval to be conclusively evidenced by the
execution and delivery thereof. The sale of the 2010 Bonds to the Underwriter (or such other
underwriting firm or firms selected by an Authorized Officer) pursuant to the Purchase Contract,
subject to the limitations set forth in Section 5 hereof, is hereby authorized and approved.
SECTION 4: Preliminary Official Statement; Official Statement. The Board hereby
approves 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 2010 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 Financial Advisor and the underwriters of the 2010 Bonds in connection with
the offering and sale thereof.
SECTION 5: Parameters of 2010 Bonds. 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 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 2010 Bonds:
(a) the aggregate principal amount of the 2010 Bonds, which shall not exceed
$35,000,000;
(b) the final maturity of the 2010 Bonds, which shall be not later than
October 1, 2042; and
(c) the yield on the 2010 Bonds, which, with respect to the 2010 Bonds that
are Build America Bonds, if any, shall not exceed six percent (6.00 %) per annum, and, with
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respect to the 2010 Bonds that are not Build America Bonds, if any, shall not exceed eight
percent (8.00 %) per annum.
SECTION 6: General Authorization. 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 and on
behalf 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 2010 Bonds
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: Effective Date. This Resolution shall take effect from and after its date of
adoption.
THE FOREGOING RESOLUTION was approved and adopted by the Anaheim Public
Financing Authority at a regular meeting of said Anaheim Public Financing Authority held on
the 12th day of October, 2010, by the following roll call vote:
AYES: Chairman Pringle, Authority Members Sidu, liernarrizz, CalloAay, Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
a helfr im '/
CHAIRMAN OF T AN ' HEIM PUBLIC
FINANCING AUTHORITY
[SEAL]
ATTEST:
SECRETARY OF THE ANAH
El)
IM
PUBLIC FINANCING AUTHORITY
79523.1
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing Resolution No. APFA 2010- 001 was introduced
and adopted at a regular meeting provided by law of the Board of Directors of the Anaheim
Public Financing Authority held on the 12th day of October, 2010 by the following roll call vote
of the members thereof:
AYES: BOARD MEMBERS: Chairman Pringle, Authority Members Sidhu,
Hernandez, Galloway, Kring
NOES: BOARD MEMBERS: NONE
ABSENT: BOARD MEMBERS: NONE
ABSTAIN: BOARD MEMBERS: NONE
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution
No. APFA 2010- 001 on the 12th day of October, 2010.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim
Public Financing Authority this 12th day of October, 2010.
411 4
Linda N. Andal, Secretary
of the Anaheim Public Financing Authority
(SEAL)
I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2010- 001
duly passed and adopted by the Anaheim Public Financing Authority on October 12, 2010.
AO 4
Linda N. Andal, Secretary
of the Anaheim Public Financing Authority