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APFA 1994-211050-02 JHHW:B~:rhc 04/10/94 07/13/94 11/10/94 ANAHEIM PUBLIC HNANCING AUTHORITY RESOLUTION NO. APFA9 4 - 2 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING ISSUANCE AND SALE OF REVENUE BONDS FOR THE PURPOSE OF FINANCING ACQUISITION OF COMA4LrNTn' FACILrl/ES DISTRICT REFUNDING BONDS (COIViMIJNITY FACILITIES DISTRICT NO. 1989-1 (SYCAMORE CANYON) AND COMMUNITY FACILITIES DISTRICT NO. 1989-2 (THE HIGHLANDS) OF THE CITY OF ANAHEIM AND FOR OTHER PURPOSES, AND APPROVING RELATED AGREEMENTS AND ACTIONS RESOLVED, by the Governing Board of the Anaheim Public Financing Authority (the "Authority") as follows: WHEREAS, the City of Anaheim (the "City") has heretofore issued its City of Anaheim Community Facilities District No. 1989-1 (Sycamore Canyon) Special Tax Bonds in the initial aggregate principal amount of $6,355,000 and its City of Anaheim Community Facilities District No. 1989-2 (The Highlands) Special Tax Bonds in the initial aggregate principal amount of $10,560,000 (collectively, the "Prior Bonds") in order to Finance public facilities for the City's Community Facilities District No. 1989-1 (Sycamore Canyon) and its Community Facilities District No. 1989-2 (The Highlands) (collectively, the "Community Facilities Districts"); and WHEREAS, the City has determined that it is in the best financial interests of the City and the property owners within the Community Facilities Districts to refinance the Prior Bonds, and in order to refinance the Prior Bonds on advantageous terms and conditions the City has requested the Authority to issue its revenue bonds in the maximum principal amount of Bonds"), and to provide new moneys for the completion of certain public facilities for the Community Facilities Districts; and WHEREAS, the Authority is authorized to issue the Bonds for such purpose under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title ! of the California Government Code (the "Bond Law"); and WHEREAS, the Governing Board of the Authority wishes at this time to authorize all proceedings relating to the issuance of the Bonds to acquire the Refunding Community Facilities Districts Bonds and to provide new moneys for the completion of certain public fadlities for the Community Facilities Districts, and to approve the execution and delivery of all agreements and documents relating thereto. NOW, THEREFORE, it is hereby determined and ordered as follows: Section 1. Appointment of Finance Director. The Finance Director of the City is hereby appointed to act as Finance Director of the Authority. Section 2. Findings and Determinations. Pursuant to the Bond Law, the Governing Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the City within the contemplation of Section 6586 of the Bond Law. Section 3. Issuance of Bonds; Approval of Indenture. The Governing Board hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum principal amount of $20,000,000. The Bonds shall be issued pursuant to an Indenture of Trust (the "Indenture") by and between the Authority and Bank of America National Trust and Savings Association, as trustee. The Governing Board hereby approves the Indenture in the form on file with the Secretary. The Governing Board hereby authorizes and directs the Finance Director to execute and deliver, and the Secretary to attest and affix the seal of the Authority to, the Indenture in such form, together with any changes therein or additions thereto deemed advisable by the Finance Director, upon consultation with Bond Counsel and legal counsel to the Authority, the execution by the Finance Director of the Indenture to constitute conclusive evidence of his approval of any such changes or additions. The Governing Board hereby authorizes the delivery and performance of the Indenture. Section 4. Purchase of Refunding Community Facilities Districts Bonds. The Governing Board hereby authorizes and approves the purchase of the Refunding Community Facilities Districts Bonds by the Authority from the City pursuant to and in accordance with the provisions of the Bond Purchase Agreement by and among the City, the Authority and the Trustee (the "Community Facilities Districts Bond Purchase Agreement"). The Governing Board hereby approves the Community Facilities Districts Bond Purchase Agreement in the form on file with the Secretary. The Governing Board hereby authorizes and directs the Finance Director to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Community Facilities Districts Bond Purchase Agreement together with any changes therein or additions thereto deemed advisable by the Finance Director, upon consultation with Bond Counsel and legal counsel to the Authority, the execution by the Finance Director of the Community Facilities Districts Bond Purchase Agreement to constitute conclusive evidence of his approval of any such changes or additions. The Governing Board hereby authorizes the delivery and performance of the Community Facilities Districts Bond Purchase Agreement. Section 5. Sale of Bonds. The Governing Board hereby approves the sale of the Bonds by negotiation with Stone & Youngberg (the "Underwriter") pursuant to the Bond Purchase Agreement (the "Authority Bond Purchase Agreement") by and between the Authority and the Underwriter in the form on file with the Secretary. The Finance Director is hereby authorized and directed to execute and deliver the Authority Bond Purchase Agreement in such form, together with any changes therein or additions thereto approved by the Finance Director, upon consultation with Bond Counsel and legal counsel to the Authority, the Treasurer's execution thereof to conclusive evidence of his approval of any such additions and changes. The Authority Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by the Finance Director, upon submission of a proposal by the Underwriter to purchase the Bonds; provided, however, that such proposal is acceptable to the Finance Director and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than .925% of the par amount of the Bonds, the true effective rate of interest to be borne by the Bonds (taking into account any original issue discount on the sale thereof) shall not exceed 6.75%) per annum, and approximately $450,000 of new money shall be generated to provide for the completion of certain public facilities for the Community Facilities Districts. Section 6. Approval of Official Statement. The Governing Board hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement relating to the Bonds, in the form on file with the Secretary. The Underwriter is hereby authorized to distribute the Official Statement in connection with the sale of the Bonds. The Finance Director is hereby authorized and directed to (a) execute and deliver to the purchaser of the Bonds a certificate deeming the preiiminary Official Statement to be nearly final prior to the sale of the Bonds, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the Authority. Section 7. Official Actions. The Chairman, the Vice-Chairman, the Finance Director, the Secretary 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 and take any and 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 issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 8. Effective Date. This Resolution shall take effect from and after the date of its adoption. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority this 22nd day of November, 1994 by the following vote: By Attest: -s .c uc I FINANCING AUTHORITY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA94-2 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 22nd day of November, 1994, by the following vote ofthe members thereof: AYES= BOARD MEMBERS: Feldhaus, Simpson, Pickler, Hunter, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APFA94-2 on the 23rd day of November, 1994. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 23rd day of November, 1994. '~SEC~~FINANCING AUTHORITY (SEAL) I, LEONORA N. $OHL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original of Resolution No. APFA94-2 duly passed and adopted by the Anaheim Public Financing Authority on November 22, 1994. ~E~FINANCING AUTHORITY