APFA-2007-005RESOLUTION NO. APFA-2007-005
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY
AUTHORIZING PURCHASE AND -SALE OF TAX
ALLOCATION REFUNDING BONDS FOR THE ANAHEIM
MERGED PROJECT AREA AND APPROVING CERTAIN
RELATED DOCUMENTS AND AUTHORIZING CERTAIN
OTHER ACTIONS
WHEREAS, the City of Anaheim (the "City") and the Anaheim Redevelopment Agency
(the "Agency") have entered into a Joint Exercise of Powers Agreement (the "Agreement"), creating
the Anaheim Public Financing Authority (the "Authority"); and
WHEREAS, the Agency has previously entered into loan agreements and borrowed funds
from the Anaheim Public Financing Authority in the following original principal amounts:
1992 Loan $134,433,052.80
1997 Loan 27,905,000.00
2000 Loan 31,850,000.00
and
_ WHEREAS, the Agency has previously entered into a Note Purchase Agreement with
Citigroup Global Markets, Inc. dated as of November 1, 2006 providing for the issuance by the
Agency of a Note in the principal amount of $17,875,000 (the "2006 Note"); and
WHEREAS, the Authority funded each of the 1992 Loan, the 1997 Loan and the 2000 Loan
with the proceeds of its tax allocation revenue bonds in a like principal amount referred to herein as
the "1992 Bonds", the "1997 Bonds" and the "2000 Bonds" and collectively as the "Prior Bonds"
and
WHEREAS, the Agency wishes to prepay and refinance the 1992 Loan, the 1997 Loan, the
2000 Loan and the 2006 Note (collectively, the "Prior Loans") and the related amount of the Prior
Bonds and to otherwise finance or refinance certain other redevelopment activities of the
Redevelopment Project in the aggregate principal amount of $218 million; and
WHEREAS, in order to take advantage of prevailing market conditions and realize interest
rate savings and/or restructure debt service for cash flow purposes, the Agency wishes at this time to
issue its Anaheim Redevelopment Agency 2007 Tax Allocation Refunding Bonds (Anaheim Merged
Redevelopment Project Area) Series A and Series B (Taxable) ("2007 Redevelopment Bonds") and
Anaheim Redevelopment Agency 2007 Housing Tax Allocation Refunding Bonds (Anaheim Merged
Redevelopment Project Area) Series C and Series D (Taxable) ("2007 Housing Bonds") in the
aggregate principal amount of not to exceed $218 million (collectively, the "2007 Bonds"), pursuant
to the Redevelopment Law, for the purpose of providing funds to repay all or part of the outstanding
Prior Loans and financing redevelopment activities and other redevelopment housing activities of the
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Agency in net amounts up to an additional $28 million, pursuant to the Redevelopment Plan; all as
further described and authorized in that certain authorizing resolution of the Agency adopted of even
date herewith; 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 "Law") and the Agreement, the Authority is authorized to
purchase bonds issued by the Agency; and
WHEREAS, pursuant to the Law and the Agreement, the Authority is further authorized to
sell bonds so purchased to public or private purchasers at public or negotiated sale; and
WHEREAS, the Authority desires to purchase from the Agency the 2007 Bonds, solely from
the proceeds received from the Authority's concurrent sale of the 2007 Bonds to Stone & Youngberg,
LLC (the "Underwriter"); and
WHEREAS, the proceeds of the 2007 Bonds will be used, among other things, to refund the
Prior Loans and the Prior Bonds to the extent determined by the Agency pursuant to its authorizing
resolution of even date herewith.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Anaheim
Public Financing Authority, as follows:
SECTION 1. The foregoing recitals are true and correct and this Authority so finds and
determines.
SECTION 2. Each Bond Purchase Agreement (collectively, the "Purchase Agreements") by
and among the Agency, the Authority and the Underwriter providing for the sale of the 2007
Redevelopment Bonds and the 2007 Housing Bonds, respectively, to the Authority for concurrent
resale to the Underwriter is hereby approved in substantially the form presented, together with such
changes thereto as shall be approved by the Executive Director of the Agency upon the advice of
bond counsel, the Authority Executive Director's execution thereof to be conclusive evidence of such
approval. With respect to the 2007 Redevelopment Bonds, in no event shall such Purchase
Agreement provide for underwriter's discount (exclusive of original issue discount) in excess of four-
tenths of one percent (.4%) of the principal amount of the 2007 Redevelopment Bonds or for an
interest rate in excess of six percent (6%) per annum in the case of the 2007 Bonds designated Series
A and eight percent (8%) per annum in the case of the 2007 Bonds designated Series B (Taxable),
respectively, or for principal amounts allocated to purposes materially in excess of the amounts
referenced in the recitals hereto and Section 1 hereof. With respect to the 2007 Housing Bonds, in no
event shall such Purchase Agreement provide for underwriter's discount (exclusive of original issue
discount) in excess of four-tenths of one percent (.4%) of the principal amount of the 2007 Housing
Bonds or for an interest rate in excess of six percent (6%) per annum in the case of the 2007 Bonds
designated Series C and eight percent (8%) per annum in the case of the 2007 Bonds designated
Series D (Taxable), respectively, or for principal amounts allocated to purposes materially in excess
of the amounts referenced in the recitals hereto and Section 1 hereof.
SECTION 3. The form of each Escrow Agreement providing for the defeasance of the 1992
Loan, the 1997 Loan and the 2000 Loan and the related Prior Bonds (collectively, the "Escrow
Agreements") among the Agency, the Authority, and U.S. Bank National Association (or other entity
as may be selected by the Executive Director to act as escrow bank), as Escrow Agent, is hereby
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approved in substantially the form presented, together with such changes thereto as may be approved
by the Executive Director of the Agency upon the advice of bond counsel, the Executive Director's
execution thereof to be conclusive evidence of such approval.
SECTION 4. All actions heretofore taken by the officers and agents of the Authority with
respect to the issuance of the 2007 Bonds or the consummation of the transactions contemplated by
the Escrow Agreements, the Purchase Agreements or this resolution are hereby approved, confirmed
and ratified. The Chair, the Executive Director, Secretary and the Treasurer of the Authority and any
and all other officers of the Authority are hereby authorized and directed, for and in the name and on
behalf of the Authority, to do any and all things, to execute any and all agreements and take any and
all other actions which they, or any of them, may deem necessary or advisable in order to
consummate the purchase of the 2007 Bonds from the Agency and the sale and delivery of the 2007
Bonds to the Underwriter pursuant to the Purchase Agreements approved herein, and to facilitate the
refunding of the Prior Bonds to be refunded with the proceeds of the 2007 Bonds.
SECTION 5. This resolution shall take effect from and after its adoption.
DOCSOC/1243153v5/022621-0130
PASSED, APPROVED AND ADOPTED this Twenty-Seventh (27`h) day of November,
2007, by the following roll call vote:
AYES: Chairman Pringle, Authority Meanbers Hernandez, Sidhu, Galloway,
Kring
NOES: ~~
ABSENT: 1~E
ABSTAIN: NONE
ANAHE UBLIC FINANCI UTHORITY
Chairman
ATTEST:
By:
ecretary
4
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CERTIFICATION
STATE OF CALIFORNIA
COUNTY OF ORANGE
ss
I, Linda N~11~7~~ Secretary of the Anaheim Public Financing Authority, hereby
certify that the attached copies of Resolution NoPFA2007- are full, true and correct copies of that
005
now on file in the records of City of Anaheim.
IN WITNESS WHEREOF, I have hereunto set m hand this 2=~hof Navem~Q~007.
ecretary o the Anahei u c Financing
Authority
DOCSOC/ 1243153v5/022621-0130