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APFA-2019-001 RESOLUTION NO. APFA -2 01 9-0 01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ANAHEIM PUBLIC FINANCING AUTHORITY SENIOR LEASE REVENUE REFUNDING BONDS (ANAHEIM PUBLIC IMPROVEMENTS PROJECT), SERIES 2019 A, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $215,000,000, AND ANAHEIM PUBLIC FINANCING AUTHORITY SENIOR LEASE REVENUE REFUNDING BONDS (ANAHEIM PUBLIC IMPROVEMENTS PROJECT), SERIES 2019 B (TAXABLE), IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $1.0,000,000, AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL INDENTURE OF TRUST, AN ESCROW AGREEMENT AND A PURCHASE CONTRACT, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, pursuant to the Indenture of Trust, dated as of February 1, 1997 (the "Original Indenture"), by and between the Anaheim Public Financing Authority (the "Authority") and BNY Western Trust Company, as trustee, the Authority issued its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 1997 Series A (the "1997 Series A Bonds"), its Anaheim Public Financing Authority Senior (Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project) 1997 Series B (the "1997 Series B Bonds"), and its Anaheim Public Financing Authority Subordinate Lease Revenue Bonds (Anaheim Public Improvements Project) 1997 Series C (the "1997 Series C Bonds"); WHEREAS, in order to refund certain of the 1997 Series A Bonds and in order to refund the 1997 Series B Bonds, the Authority, pursuant to the Original Indenture, as modified and amended by the First Supplemental Indenture of Trust, dated as of June 1, 2007, by and between the Authority and The Bank of New York Trust Company, N.A., as successor trustee (as so modified and amended, the "First Supplemented Indenture"), issued its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 2007 Refunding Series A-1 (the "2007 Series A-1 Bonds"), its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 2007 Refunding Series A-2 (the "2007 Series A-2 Bonds") and its Anaheim Public Financing Authority Senior(Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project) 2007 Refunding Series B (the "2007 Series B Bonds") (capitalized undefined terms used herein have the meanings ascribed thereto in the First Supplemented Indenture); WHEREAS, The Bank of New York Mellon Trust Company, N.A. is the successor trustee(the"Trustee")under the First Supplemented Indenture; 4158-5220-4052.5 WHEREAS, the outstanding 1997 Series A Bonds, 1997 Series C Bonds, 2007 Series A- 1 Bonds, 2007 Series A-2 Bonds and 2007 Series B Bonds are payable from the Lease Payments made by the City of Anaheim (the"City") pursuant to the Lease Agreement; WHEREAS, the City desires that the Authority issue two Series of Refunding Bonds to refund the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds (the "Prior Bonds"), and the Authority desires to so issue such Series of Refunding Bonds; WHEREAS, the Authority is authorized pursuant to Section 6595.3 of the California Government Code to issue Refunding Bonds for the purpose of refunding all or a portion of the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds; WHEREAS, the First Supplemented Indenture provides that, subject to the conditions specified therein, one or more Series of Refunding Bonds may be issued, authenticated and delivered upon original issuance to refund all Outstanding Bonds of one or more Series or one or more Bonds within a Series, the proceeds of which Refunding Bonds are to be applied to the refunding purposes thereof in the manner provided in the Supplemental Indenture authorizing such Series of Refunding Bonds; WHEREAS, in order to refund the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds, the Authority desires to issue its Anaheim Public Financing Authority Senior Lease Revenue Refunding Bonds (Anaheim Public Improvements Project), Series 2019 A (the "Series 2019 A Bonds"), and its.Anaheim Public Financing Authority Senior Lease Revenue Refunding Bonds (Anaheim Public Improvements Project), Series 2019 B (Taxable) (the "Series 2019 B Bonds" and,together with the Series 2019 A Bonds,the"Series 2019 Bonds"); WHEREAS, the Series 2019 Bonds will be issued pursuant to the First Supplemented Indenture of Trust, as modified and amended by the Second Supplemental Indenture of Trust by and between the Authority and the Trustee (such Second Supplemental Indenture of Trust, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Second Supplemental Indenture"); WHEREAS, the Board of Directors of the Authority (the "Board of Directors") has determined (a) that obtaining a municipal bond insurance policy to secure the timely payment of the principal of and interest on the Series 2019 A Bonds of one or more maturities could be economically advantageous, and (b) that obtaining a reserve surety or reserve insurance policy for the Series 2019 A Bonds in lieu of providing a cash funded reserve therefor could be economically advantageous; WHEREAS, the moneys to defease and redeem the Prior Bonds will be applied to such purpose pursuant to an Escrow Agreement by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee and as escrow bank (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the"Escrow Agreement"); WHEREAS, Goldman Sachs & Co. LLC (the "Underwriter") has presented the Authority and the City with a form of Purchase Contract, pursuant to which the Underwriter proposes to purchase the Series 2019 Bonds (such Purchase Contract, in the form presented to 2 4158-5220-4052.5 this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution,being referred to herein as the "Purchase Contract"); WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Series 2019 Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); WHEREAS,there have been prepared and submitted to this meeting forms of: (a) the Second Supplemental Indenture; (b) the Escrow Agreement; (c) the Purchase Contract; and (d) the Preliminary Official Statement; WHEREAS, the Board of Directors desires to authorize the issuance of the Series 2019 Bonds and the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance of the Series 2019 Bonds and the refunding and redeeming the Prior Bonds; NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing Authority does hereby resolve, determine and order as follows: Section 1. The above recitals are true and correct, and the Board of Directors so finds and determines. Section 2. Subject to the provisions of Section 3 hereof (a) the issuance of the Series 2019 A Bonds, in an aggregate principal amount of not to exceed $215,000,000, and (b) the issuance of the Series 2019 B Bonds, in an aggregate principal amount of not to exceed $10,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Second Supplemental Indenture, be and the same is hereby authorized and approved. The Series 2019 Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Second Supplemental Indenture, as the same shall be completed as provided in this Resolution. Section 3. The Second Supplemental Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. Each of the Chairman of the Authority, the Vice-Chairman of the Authority, and such other members of the Board of Directors as the Chairman may designate, the Executive Director of the Authority, the Treasurer of the Authority, the Secretary of the Authority and such other officers of the Authority as the Executive Director may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Second Supplemental Indenture in the form 3 4158-5220-4052.5 submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Second Supplemental Indenture by such Authorized Officer; provided, however, that (a) such changes, insertions and omissions shall not authorize an aggregate principal amount of Series 2019 A Bonds in excess of$215,000,000, shall not result in a final maturity date of the Series 2019 A Bonds later than March 1, 2037 and shall not result in a true interest cost for the Series 2019 A Bonds in excess of 5.00% per annum, and (b) such changes, insertions and omissions shall not authorize an aggregate principal amount of Series 2019 B Bonds in excess of $10,000,000, shall not result in a final maturity date of the Series 2019 B Bonds later than September 1, 2021 and shall not result in a true interest cost for the Series 2019 B Bonds in excess of 5.50%per annum. Section 4. The Escrow Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby_authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Escrow Agreement by such Authorized Officer. Section 5. The Purchase Contract, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Contract by such Authorized Officer; provided, however, that (a) such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Series 2019 A Bonds in excess of 0.45% of the aggregate principal amount of the Series 2019 A Bonds, and (b) such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Series 2019 B Bonds in excess of 0.45% of the aggregate principal amount of the Series 2019 B Bonds. Section 6. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2019 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and relatedinformation as permitted by said Rule). 4 4158-5220-4052.5 Section 7. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds,be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute the final Official Statement and any amendment or supplement thereto. Section 8. The Authorized Officers are each hereby authorized and directed (a) to apply for municipal bond insurance for the Series 2019 A Bonds of one or more maturities and to obtain such insurance if the present value cost of such insurance is less than the present value of the estimated savings with respect to interest on such Series 2019 A Bonds resulting from the purchase of such insurance, and (b) to apply for and obtain a reserve surety or reserve insurance policy to satisfy the reserve requirement for the Series 2019 A Bonds, if so obtaining such reserve surety or reserve insurance policy is economically advantageous. The Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to executeand deliver a contract for any such municipal bond insurance and any such reserve surety or reserve insurance policy if such contract is deemed by the Authorized Officer executing the same to be in the best interests of the Authority, such determination to be conclusively evidenced by such Authorized Officer's execution and delivery of such contract. Section 9. The Authorized Officers and their authorized deputies and agents are, and each of them is, hereby authorized and directed, for and in the name of the Authority to do any and all things and to execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 10. All actions heretofore taken by the Authorized Officers and their authorized deputies and agents with respect to the issuance and sale of the Series 2019 Bonds and the refunding and redeeming of the Prior Bonds, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. Section 11. This Resolution shall take effect immediately upon its adoption. 5 4158-5220-4052.5 THE FOREGOING RESOLUTION was approved and adopted by the Board of Directors of the Anaheim Public Financing Authority at a regular meeting of said Board of Directors held on the 29th day of January, 2019,by the following vote: AYES:_ Chairman Sidhu and Authority Members Kring, Barnes, Brandman, Faessel, and O'Neil NOES: None • ABSENT: None ABSTAIN: Authority Member Moreno ANAHEIM PUBLIC FINANCE AUTHORITY A111i. / .'AIRMA OF HE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY [SEAL] ATTEST: SECRETARY OF HE BARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (Acting) • 6 4158-5220-4052.5 SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2019-001 adopted at a regular meeting provided by law, of the Anaheim Public Financing Authority held on the 29th day of January, 2019, by the following vote of the members thereof: AYES: Chairman Sidhu and Authority Members Kring, Barnes, Brandman, Faessel, and O'Neil NOES: None ABSTAIN: Authority Member Moreno ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019. A- SECRE ARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL)