APFA 1999-1RESOLUTION NO. APFA 99- 1
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY,
(I) APPROVING THE ISSUANCE OF NOT TO EXCEED
$45,000,000 AGGREGATE PRINCIPAL AMOUNT OF
REVENUE BONDS OF SAID AUTHORITY; (II) APPROVING
THE FORMS OF AND AUTHORIZING THE EXECUTION OF
AN INDENTURE OF TRUST, AN INSTALLMENT
PURCHASE AGREEMENT, AN ESCROW AGREEMENT, A
STANDBY BOND PURCHASE AGREEMENT, A
REMARKETING AGREEMENT, A PURCHASE CONTRACT
AND OTHER RELATED DOCUMENTS; (III) APPROVING
THE DELIVERY OF A PRELIMINARY OFFICIAL
STATEMENT AND 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 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 and
refinancing of costs related to public capital improvements of the City; and
WHEREAS, it has been proposed that the Authority assist the City in the financing and
refinancing of public capital improvements for the City by acquiring certain portions of the City's
electric distribution system (the "Distribution System Assets") and defeasing certain obligations of
the City relating to the City's electric system; and
WHEREAS, it has been proposed that the Authority sell the Distribution System Assets
acquired by it to the City and the City purchase such Distribution System Assets 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 (the "1999
Purchase Payments") in connection therewith; 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 Harris Trust Company of California, as
trustee (the "Trustee"), the proposed form of which has been presented to this Board, the issuance
of the Authority's revenue bonds (the "Bonds") in the aggregate principal amount of not to exceed
$45,000,000 under the provisions of the Bond Law, for the purpose of raising funds necessary to
provide such financial assistance to the City; and
WHEREAS, it has been proposed that certain proceeds received from the sale of the Bonds
and certain other moneys be deposited in escrow funds created pursuant to various escrow
agreements, including an Escrow Agreement (the "Escrow Agreement") among the Authority, the
City and Harris Trust Company of California, as escrow agent, the proposed form of which has been
presented to this Board, to provide for the defeasance of certain Authority revenue bonds issued in
connection with the City's electric system to be defeased; and
WHEREAS, it has been proposed that the Authority enter into a Standby Bond Purchase
Agreement (the "Standby Bond Purchase Agreement"), among the Authority, the City, the Trustee
and Morgan Guaranty Trust Company of New York (the "Bank"), the proposed form of which has
been presented to this Board, to provide liquidity for the Bonds during any period the Bonds are
subject to purchase fi.om the owners thereof pursuant to the Indenture; and
WHEREAS, it has been proposed that the Authority enter into a Remarketing Agreement (the
"Remarketing Agreement"), by and among the Authority, the City and Salomon Smith Barney Inc.,
as remarketing agent, the proposed form of which has been presented to this Board, to provide for
the remarketing of the Bonds during any period such Bonds are subject to purchase and remarketing
pursuant to the Indenture; and
WHEREAS, it has been proposed that the Authority enter into a Purchase Contract (the
"Purchase Contract") with Salomon Smith Barney Inc., as underwriter (the "Underwriter"), as
approved by the City, the proposed form of which has been presented to this Board, providing for
the purchase by negotiated sale of the Bonds by the Underwriter; and
WHEREAS, it has been proposed that the Authority enter into a Financial Guaranty
Agreement (the "Financial Guaranty Agreement") with Ambac Assurance Corporation ("Ambac"),
the proposed form of which has been presented to this Board, to provide for the reimbursement of
any amounts paid under Ambac's surety bond insuring payment of the commitment fee payable to
the Bank under the Standby Bond Purchase Agreement; and
WHEREAS, the Authority has determined that it is in the best public interest 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: Pursuant to the Bond Law, the 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 its members within the
contemplation of Section 6586 of the Bond Law.
SECTION 2: The Board hereby authorizes the issuance of the Bonds under and pursuant
to the Bond Law; provided, the aggregate principal amount of the Bonds shall not exceed
$45,000,000. The Bonds shall be issued pursuant to the Indenture. The Board hereby approves the
Indenture in the form thereof on file with the Secretary, together with such additions thereto and
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changes therein as are approved in accordance with Section 10 hereof, such approval to be
conclusively evidenced by the execution and delivery thereofi
Each of the Chairman and the Executive Director, or their respective designees, is hereby
authorized to execute, and the Secretary is hereby authorized to attest and affix the seal of the
Authority to, the 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.
The Board hereby approves the issuance of the Bonds in accordance with the terms and
provisions of the Indenture (as executed and delivered).
SECTION 3: 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 10 hereof, such approval to be conclusively evidenced by the
execution and delivery thereof. Each of the Chairman and the Executive Director, or their respective
designees, 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 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 4: The Board hereby approves the Escrow Agreement in the form thereof on file
with the Secretary, together with such additions thereto and changes therein as are approved by
Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof.
Each of the Chairman and the Executive Director, or their respective designees, 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 Escrow Agreement, for and in the name and on behalf of the Authority. The Board
hereby authorizes the delivery and performance of the Escrow Agreement.
SECTION 5: The Board hereby approves the Standby Bond 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 10 hereof, such approval to be conclusively evidenced by
the execution and delivery thereof. Each of the Chairman and the Executive Director, or their
respective designees, 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 such Standby Bond Purchase Agreement, for
and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and
performance of the Standby Bond Purchase Agreement.
SECTION 6: The Board hereby approves the Remarketing Agreement in the form thereof
on file with the Secretary, together with such additions thereto and changes therein as are approved
by Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery
thereof. Each of the Chairman and the Executive Director, or their respective designees, 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 Remarketing Agreement, for and in the name and on behalf of the
Authority. The Board hereby authorizes the delivery and performance of the Remarketing
Agreement.
SECTION 7: The Board hereby approves the Purchase Contract in the form thereof on file
with the Secretary, together with such additions thereto and changes therein as are approved by
Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof.
Each of the Chairman and the Executive Director, or their respective designees, 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 Purchase Contract, for and in the name and on behalf of the Authority. The Board
hereby authorizes the delivery and performance of the Purchase Contract.
SECTION 8: The Board hereby approves the Financial Guaranty Agreement in the form
thereof on file with the Secretary, together with such additions thereto and changes therein as are
approved by Section 10 hereof, such approval to be conclusively evidenced by the execution and
delivery thereof. Each of the Chairman and the Executive Director, or their respective designees,
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 Financial Guaranty Agreement, for and in the name and on
behalf of the Authority. The Board hereby authorizes the delivery and performance of the Financial
Guaranty Agreement.
SECTION 9: The Board hereby approves the Preliminary Official Statement relating to
the Bonds (the "Preliminary Official Statement") in the form thereof on file with the Secretary, with
such additions thereto and changes therein as are approved by the Executive Director, upon
consultation with the City Attorney, as counsel to the Authority, and Fulbright & Jaworski L.L.P,
Disclosure Counsel. The Board hereby authorizes the Chairman, the Executive Director, or their
respective designees, to deem the Preliminary Official Statement final within the meaning of Rule
15c2-12 of the Securities Exchange Act of 1934, except for permitted omissions. Each of the
Chairman and the Executive Director, or their respective designees, is hereby authorized to execute
a final Official Statement relating to the Bonds (the "Official Statement") in substantially the form
of the Preliminary Official Statement with such additions thereto (including the inclusion of the
permitted omissions from the Preliminary Official Statement) and changes therein as approved by
the Executive Director, upon consultation with the City Attorney, as counsel to the Authority, and
Fulbright & Jaworski L.L.P, Disclosure 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 Underwriter in connection with the offering and
sale of the Bonds.
SECTION 10: The agreements approved in Sections 2, 3, 4, 5, 6, 7 and 8 of this Resolution
shall, when executed and delivered pursuant to said Sections, contain such additions and changes
(including additions and changes necessary to satisfy the requirements of Ambac Assurance
Corporation or any other provider of a municipal bond insurance policy for the Bonds) as shall have
been approved by the Chairman, the Executive Director or their respective designees.. Each of the
Chairman and the Executive Director, or their respective designees, is hereby authorized to
determine, in connection with the execution and delivery of the agreements approved in Sections 2,
3, 4, 5, 6, 7 and 8 hereof, the following with respect to the Bonds:
(a) the aggregate principal amount of the Bonds, which shall not exceed
$45,000,000;
(b) the final 1999 Purchase Payment under the Installment Purchase Agreement,
which shall be due and payable not later than October 1, 2039;
(c) the outstanding obligations of the City to be defeased by the Bonds;
(d) the maximum true interest cost on the Bonds during the initial interest period,
which shall not exceed 5.50%;
(e) the Underwriter's discount on the Bonds, which shall not exceed 0.75% of
the principal amount thereof;
(f) the premium for the municipal bond insurance policy to be provided by
Ambac Assurance Corporation for the Bonds, which shall not exceed 0.36% of the payments
insured; and
(g) the premium for the surety bond insuring payment of the commitment fee
payable under the Standby Bond Purchase Agreement, which shall not exceed $7,000.
SECTION 11: 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 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 Bonds, to arrange for the insuring of all or any portion of the
Bonds and the commitment fee payable under the Standby Bond Purchase Agreement through
Ambac Assurance Corporation or any other municipal bond insurer, to effect the defeasance of
obligations of the City to be defeased by the Bonds and to consummate the transactions
contemplated by the Indenture, the Installment Purchase Agreement, the Escrow Agreement, the
Standby Bond Purchase Agreement, the Remarketing Agreement, the Purchase Contract, the
Financial Guaranty Agreement and this Resolution, and such actions previously taken by such
officers, employees and agents are hereby ratified and confirmed.
SECTION 12: This Resolution shall take effect from and after its date of adoption.
14th
APPROVED AND ADOPTED by the Anaheim Public Financing Authority this day of
September, 1999, by the following vote:
By: ~ ~--~~/
~ECRETAI~Y OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
6
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. APFA99-1 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 14th day of September, 1999, by the following vote of the
members thereof:
AYES:
BOARD MEMBERS: Feldhaus, Kring, Tait, McCracken, 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.
APFA99-1 on the 14th day of September, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 14th day of September, 1999.
S'E-CRETAR'~ OF TI4E ANAHEIM PUBLIC
FINANCING AUTHORITY
(SEAL)
I, SHERYLL SCHROEDER, Secretary of the Anaheim Public Financing Authority, do hereby
certify that the foregoing is the original of Resolution No. APFA99-1 duly passed and adopted by
the Anaheim Public Financing Authority on September114, 1999.
FINANCING AUTHORITY