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APFA 2002-3ANAHEIM PUBLIC FiNANCING AUrHO~ RESOLUTION NO. APFA2002-3 A RESOLUTION OF THE ANAHEIM PUBLIC FiNANCING ALrI~ORrYY AUTHORIZiNG THE ISSUANCE OF NOT TO EXCEED $30,000,000 AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF ITS LEASE REVENUE BONDS (ANAHEIM CONVENTION CENTER PROJECT) 2002 SERIES A TO REFINANCE COSTS OF CERTAIN IMPROVEMENTS TO THE ANAHEIM CONVENTION CENTER AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS, APPROVING THE FORM OF AND AUTHORIZING THE EXI~CUTION AND DELIVERY OF AN INDENTURE, A SITE AND FACILITY LEASE, A LEASE AGREEMENT, A PURCHASE CONTRACT AND A WRHTEN CONSENT IN CONNECTION THEREWITH, APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SAID BONDS AND AUTHORIZiNG THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the Anaheim Public Financing Authority (the "Audaority') has been established pursuant to Chapter 5 of Division 7 of Title I of the Government Code of the State of California (the "Act"), by the Joint Exercise of Powers Agreement (the "Agreement"), dated as of January 28, 1992, between the City of Anaheim, California (the "City") and the Anaheim Redevelopment Agency for the purpose, among others, of assisting in providing financing for public capital improvements under the Act; and WHEREAS, pursuant to the Agreement, the Authority shall have all the powers provided in the Act; and WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue bonds for any purpose for which the Authority may cause to be issued certificates of participation in a lease agreement with any public entity; and WHEREAS, pursuant to that certain Lease Agreement, dated as of January 1, 1992 (the "1992 Lease"), between the City and the Community Center Authority, the City has leased from the Community Center Authority certain parcels of real property situated in the City of Anaheim, Orange County, State of California, and the buildings and improvements thereon (the "Leased Premises"); and WHEREAS, pursuant to a Trust Agreement (the "1992 Trust Agreement"), dated as of January 1, 1992, among the City, the Community Center Authority and U.S. Bank National Association, as successor to Bank of America National Trust and Savings Association, as trustee (the "1992 Trustee"), the 1992 Trustee has executed and delivered certificates of parddpation (the "1992 DOCSLA 1:415552.5 41993-16 MM3 Certificates") evidencing direct, undivided fractional interests of the owners thereof in lease payments to be made by the City pursuant to the 1992 Lease; and WHEREAS, the City's obligations to make lease payments pursuant to the 1992 Lease are subject to prepayment as provided therein and the 1992 Certificates are subject to redemption from such prepayments as provided in the 1992 Trust Agreement; and WHEREAS, the City desires to make a prepayment pursuant to the 1992 Lease of those lease payments which are evidenced by the 1992 Certificates maturing on August I of the years 2003, 2014 and 2023 (the "Refunded Certificates"); and WHEREAS, the City desires to provide for the defeasance of the Refunded Certificates as provided by Section 15.01 of the 1992 Trust Agreement and the redemption of the Refunded Certificates on August 1, 2002las provided by Section 4.01(a) of the 1992 Trust Agreement; and WHEREAS, to obtain funds necessary to provide for the defeasance and redemption of the Refunded Certificates, the City intends to lease the Leased Premises to the Authority pursuant to the Site and Facility Lease, by and between the City and the Authority (such Site and Facility Lease, in the form on file with the Secretary to the Board of Directors of the Authority, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Site Lease"); and WHEREAS, the Authority intends to lease the Leased Premises to the City pursuant to the Lease Agreement, by and between the Authority and the City (such Lease Agreement, in the form on file with the Secretary to the Board of Directors of the Authority, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Lease Agreement"); and WHEREAS, the City will agree to make lease payments pursuant to the Lease Agreement (the "Lease Payments") in the amounts and at the times determined in accordance with the Lease Agreement; and WHEREAS, the Authority has determined to authorize and issue one or more Series of bonds (the "Bonds") designated as its Lease Revenue Bonds (Anaheim Convention Center Project) on the terms and conditions set forth in the Indenture of Trust, by and between the Authority and BNY Western Trust Company, as trustee (the "Trustee") (such Indenture of Trust, in the form on file with the Secretary to the Board of Directors of the Authority, with such changes, insertions and deletions as are made pursuant to this Resolution, being referred to herein as the "Indenture"); and WHEREAS, the Authority has determined to issue an initial Series of Bonds designated as its Lease Revenue Bonds (Anaheim Convention Center Project) 2002 Series A (the "2002 Series A Bonds") and to apply the proceeds thereof to the rental payment required under the Site Lease; and WHEREAS, the City will apply the rental payment made by the Authority under the Site Lease to a prepayment under the 1992 Lease of the Lease Payments evidenced by the Refunded Certificates and to the defeasance and redemption of the Refunded 1992 Certificates; and DOCSLA1:415552.5 41993-16 MM32 WHERF~S, the 2002 Series A Bonds are to be payable from, and secured by a pledge of and lien on, the Revenues paid by the City pursuant to the Lease Agreement and the other funds pledged pursuant to the Indenture; and WHEREAS, in connection with the execution and delivery of the Ske Lease, the City will satisfy the requirements of Section 8.2 of the 1992 Lease; WHEREAS, pursuant to Section 8.2 of the 1992 Lease, the City has requested the written consent of the Authority to the sublease of the Leased Premises pursuant to the Site Lease (the "Written Consent"); and WHEREAS, the City and the Authority have determined that securing the timely payment of the principal of and interest on the 2002 Series A Bonds by obtaining a bond insurance policy with respect thereto could be econorr~ically advantageous and that obtaining a reserve surety for the 2002 Series A Bonds in lieu of p¥oviding a cash funded reserve therefor could be economically advantageous; and WHF. REAS, there is on file with the Secretary to the Board of Directors of the Authority the following: (1) A proposed form of the Indenture to be entered into between the Authority and the Trustee, providing for the authorization and issuance of the Bonds; and (2) A proposed form of the Site Lease to be entered into by the City and the Authority; and (3) A proposed form of the Lease Agreement to be entered into by the Authority and the City; and (4) A proposed form of a Purchase Contract (the ~Purchase Contract~) for the 2002 Series A Bonds to be entered into by the Authority, the City and the underwriter for the 2002 Series A Bonds; and (5) A proposed form of a preliminary offidal statement to be distributed in connection with the offering and sale of the 2002 Series A Bonds; and (6) A proposed form of the Written Consent to be executed by the Authority; and NOW, THEREFORE, BE IT RESOLVED by the members of the Board of Directors of the Anaheim Public Financing Authority, as follows: Section 1. The issuance of the 2002 Series A Bonds in the aggregate original principal amount not exceeding Thirty Million Dollars ($30,000,000) on the terms and conditions set forth herein and in, and subject to the limitations specified in, the Indenture is hereby authorized and approved. DOCSLA 1:415552.5 41993-16 MM33 The 2002 Series A Bonds shall be designated the "Anaheim Public Financing Authority Lease Revenue Bonds (Anaheim Public Improvements Project) 2002 Series A.' The 2002 Series A 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 Lease Payments paid by the City under the Lease Agreement and the other funds pledged therefor pursuant to the Indenture. The 2002 Series A Bonds shall not constitute an obligation of any member of the Authority. The 2002 Series A Bonds will be issued from time to time in such aggregate original principal amount or amounts (subject to the limitations contained in the first sentence of this Section 1), will be dated such date or dates, will bear interest at such rate or rates (which interest on any 2002 Series A Bond may be fixed or variable and tax-exempt or taxable for federal income tax purposes), will be subject to redemption, tinduding redemption from mandatory sinking fund payments, will be issued in the form, and will be as otherwise provided in the Indenture executed and delivered pursuant to Section 2 hereof; provided, that, the true interest cost of the 2002 Series A Bonds shall not exceed six percent (6.00%) per annum and the final maturity of the 2002 Series A Bonds shall not extend beyond twenty-five (25) years from the effective date of the Indenture. The proceeds of the sale of the 2002 Series A Bonds, including any accrued interest and premium, will be applied simultaneously with the delivery of such 2002 Series A Bonds as provided in the Indenture. Section 2. The form, terms and provisions of the Indenture in the form on file with the Secretary to the Board of Directors of the Authority are hereby approved, and each member of the Board of Directors of the Authority and the Executive Director of the Authority (each such member of the Board of Directors of the Authority and the Executive Director being hereinafter referred to as an "Authorized Officer"), acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Indenture to the Trustee with such changes, insertions and 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 the execution thereof. Such changes shall include changing the designation of the 2002 Series A Bonds, the deposit of 2002 Series A Bond proceeds and other moneys held under the Indenture into new subaccounts within the funds and accounts currently described in the Indenture, the establishment of funds and accounts to separately account for the proceeds of the 2002 Series A Bonds and interest earnings thereon, any changes required by a provider of credit enhancement or a reserve surety for the 2002 Series A Bonds which is not inconsistent with this Resolution, any changes necessary to ensure compliance with federal tax law, conforming changes among documents consistent with this Resolution and any other change as may be necessary to cause the same to carry out the intent of this Resolution. Section 3. The form, terms and provisions of the Site Lease in the form on file with the Secretary to the Board of Directors of the Authority are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Site Lease with such changes, insertions and 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 the execution thereof. DOCSLA 1:415552.5 41993-16 MM34 Section 4. The form, terms and provisions of the Lease Agreement in the form on file with the Secretary to the Board of Directors of the Authority are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Lease Agreement with such changes, insertions and 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 the execution thereof. Section 5. The form, terms and provisions of the Purchase Contract in the form on file with the Secretary to the Board of Directors of the Authority are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Purchase Contract for the 2002 Series A Bonds, with such changes, insertions and deletions therein as are consistent with the limitations on 2002 Series A Bonds contained in this Res4ution and as may be necessary to cause the same to carry out the intent of this Resolution and are. approved by counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. The Authorized Officer executing the Purchase Contract on behalf of the Authority is hereby authorized and empowered to determine the price to be paid for the 2002 Series A Bonds pursuant to the Purchase Contract; provided, that, such price shall not be less than ninety-five percent (95%) of the aggregate principal amount of the 2002 Series A Bonds purchased plus accrued interest. Section 6. The form, terms and provisions of the Written Consent in the form on file with the Secretary to the Board of Directors of the Authority are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Written Consent with such changes, insertions and 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 the execution thereof. Section 7. Each Authorized Officer, acting alone, is hereby authorized and empowered to: (i) prepare, or cause to be prepared, the preliminary official statement in connection with the 2002 Series A Bonds (the "Preliminary Official Statement") substantially in the form on file with the Secretary to the Board of Directors of the Authority, which such changes, insertions and deletions as shall be approved by the Authorized Officer preparing, or causing the preparation of, the Preliminary Offidal Statement, and counsel to the Authority; and (ii) to prepare, or cause to be prepared, the final official statement in connection with the 2002 Series A Bonds (collectively, the "Official Statement") substantially in the form of the Preliminary Official Statement wkh such changes, insertions and 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 the execution thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the 2002 Series A Bonds, and to execute and deliver the Official Statement to the underwriter for the 2002 Series A Bonds, in each case for purposes of marketing the 2002 Series A Bonds. Section 8. The Chairman or Vice Chairman of the Board of Directors of the Authority, and each of them, acting alone, is hereby authorized and directed to execute, by manual DOCSLA 1:415552.5 41993-16 MM35 or facsimile signature, each of the 2002 Series A Bonds, and the Secretary or an Assistant Secretary of the Authority, and each of them, acting alone, is hereby authorized and directed to attest, by manual or facsimile signature, thereto, in the name and on behalf of the Authority, in accordance with the Indenture and in the form set forth in the Indenture. Section 9. The 2002 Series A Bonds, when executed as provided in Section 8 hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate and register the 2002 Series A Bonds so delivered by executing the appropriate Certificate of Authentication appearing thereon, and to deliver such 2002 Series A Bonds, when duly executed, authenticated and registered, to the purchasers thereof in accordance with written instructions executed on behalf of the Authority by any Authorized Officer which instructions said Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and to deliver to the Trustee. Such instructions shall provide for the delivery of such 2002 Series ~k Bonds to the purchaser thereof upon payment of the purchase price therefor. Section 10. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond counsel for the 2002 Series A Bonds and Public Financial Management, Inc. is hereby appointed as £mancial advisor to the Authority in connection with the issuance of the 2002 Series A Borrls. UBS PaineWebber Incorporated is hereby appointed as the Underwriter for the 2002 Series A Bonds. Section 11. Each Authorized Officer, acting alone, is hereby authorized and empowered to obtain credit-enhancement for the 2002 Series A Bonds in the form of municipal bond insurance on such terms and conditions, and at such prices as shall be approved by an Authorized Officer; provided, however, that all costs of such credit-enhancement shall be paid out of the proceeds of the sale of the 2002 Series A Bonds. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver a contract for such insurance if such contract is deemed by such Authorized Officer executing the same to be a condition to the delivery of such insurance, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Each Authorized Officer, acting alone, is hereby authorized and empowered to apply for and obtain a reserve surety for the 2002 Series A Bonds. Each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver a contract for such reserve surety if such contract is deemed by such Authorized Officer executing the same to be a condition to the delivery of such reserve surety, such determination to be condusively evidenced by such Authorized Officer's execution and delivery of such contract. Section 12. In making any determination with respect to the 2002 Series A Bonds, the Indenture, the Site Lease, the Lease Agreement, the Purchase Contract, the Preliminary Official Statement or the Written Consent or in taking any other action required or authorized to be taken pursuant to this Resolution, each Authorized Officer shall be subject to the provisions of this Resolution. Section 13. Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the Authority that the Preliminary Official Statement and the Official Statement are each deemed final as of their respective dates, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. DOCSLA 1:415552.5 41993-16 MM36 Section 14. 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 2002 Series A Bonds are hereby approved, confirmed and ratified, and the members of the Board of Directors, the officers and agents of the Authority and their authorized deputies and agents are hereby authorized and directed, acting severally, to do any and all things and to execute and deliver any and all certificates and other documents, in addition to those enumerated herein, including the preparation and distn'bution 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 2002 Series A Bonds and otherwise to effectuate the purposes of this Resolution. Section 15. This Resolution shall take effect from and after its adoption. PASSED AND ADOPTED by the Board of Directors of the Anaheim Public Financing Authority this lSth dayof June ,2002. I, the undersigned, the duly appointed, and qualified Secretary of the Anaheim Public Financing Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Board of Directors of said Authority at a duly called meeting of the Board of Directors of said Authority held in accordance with hw on June 18 ,2002. By: Anaheim Public Financing rity Secretary Anaheim Public Financing Authority DOCSLA1:415552.5 41993-16 MM37 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA2002-3 was introduced and adopted at a special meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the 11th day of June, 2002, by the following vote of the members thereof: AYES: BOARD MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None ABSTAINED: BOARD MEMBERS: None O~LIC' /SECRETARY THE ANAHEIM FINANCING AUTHORITY (SEAL)