APFA-2010-003 RESOLUTION NO. APFA 201 0 - 003
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF A LEASE REVENUE NOTE, PROVIDING
THE TERMS AND CONDITIONS FOR THE ISSUANCE OF
SAID NOTE, AND OTHER MATTERS RELATING THERETO
WHEREAS, the Anaheim Public Financing Authority (the "Authority ") has been
established pursuant to Chapter 5 of Division 7 of Title 1 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 the City by providing
fmancing for public capital improvements under the Act; and
WHEREAS, the City has determined to make certain capital improvements to the
Anaheim Convention Center as provided in the documents described below (the "2010 Project ")
and has requested the Authority's assistance in financing the costs of the 2010 Project; and
WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue
its bonds and notes for the purpose of financing the costs of capital improvements, such as the
2010 Project, for a local agency such as the City; and
WHEREAS, pursuant to a site and facility lease (the "Site Lease "), the Authority
has determined to lease certain property described in the Site Lease (the "Leased Property ") from
the City and, pursuant to a lease agreement (the "Lease Agreement "), the Authority has
determined to lease the Leased Property to the City and
WHEREAS, the Authority has determined to authorize and issue a lease revenue
note (the "Note "), designated as its Lease Revenue Note, Series 2010, on the terms and
conditions set forth in an Indenture of Trust (the "Indenture "), by and between the Authority and
Wells Fargo Bank, National Association, as trustee (the "Trustee "), to pay the costs of the 2010
Project, including the costs of issuance of the Note; and
WHEREAS, the Note is to be payable from, and secured by a pledge of and lien
on, the base rental payments paid by the City pursuant to the Lease Agreement and the other
funds pledged therefor pursuant to the Indenture; and
WHEREAS, the Note is to be purchased by Wells Fargo Bank, National
Association (in its individual capacity and not as Trustee, the "Owner ") pursuant to a note
purchase agreement (the "Note Purchase Agreement ") among the City, the Authority and the
Owner; and
WHEREAS, there is on file with the Secretary of the Authority (the "Secretary ")
the following:
(1) A proposed form of the Site Lease;
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(2) A proposed form of the Lease Agreement;
(3) A proposed form of the Note Purchase Agreement; and
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The issuance of the Note in the principal amount of $20,000,000 is
hereby authorized and approved on the terms and conditions, and subject to the limitations,
specified herein and in the Indenture as executed and delivered in accordance herewith.
The Notes 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
a pledge of, the base lease payments paid by the City under the Lease Agreement and the other
funds pledged therefor pursuant to the Indenture. The Note shall not constitute an obligation of
any member of the Authority.
The Notes will be dated such date, will bear interest at such rate or rates (which
interest on any of the Notes may be fixed or variable and tax - exempt or taxable for federal
income tax purposes), will be subject to redemption, including 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 interest rate on
the Note shall not exceed 6% per annum and the final maturity of the Notes shall not extend
beyond 2020.
The proceeds of the sale of the Note will be applied simultaneously with the
delivery of the Notes as provided in the Indenture.
Section 2. The form, terms and provisions of the Indenture in substantially the
form on file with the Secretary are hereby approved. Each member of the Board of Directors of
the Authority, the Executive Director of the Authority, the Finance Director of the City, and the
Deputy Finance Director of the City (each hereinafter referred to as an "Authorized Officer "),
acting alone, is hereby authorized and empowered to execute and deliver the Indenture, in the
name of and on behalf of the Authority, in the form on file with the Secretary with such changes,
insertions or deletions from such form as shall be approved by the Authorized Officer executing
the Indenture, with the approval of counsel to the Authority, such approvals to be conclusively
evidenced by such Authorized Officer's execution and delivery of the Indenture.
The Authorized Officer executing the Indenture is hereby authorized and
empowered to determine the specific terms and conditions of the Note, subject to the limitations
on the Notes contained in this Resolution and in the Indenture.
Section 3. The form, terms and provisions of the Lease Agreement in
substantially the form on file with the Secretary are hereby approved. Each Authorized Officer,
acting alone, is hereby authorized and empowered to execute and deliver the Lease Agreement,
in the name of and on behalf of the Authority, in substantially the form on file with the Secretary
with such changes, insertions or deletions as are approved by the Authorized Officer executing
the Lease Agreement, with the approval of counsel to the Authority, such approvals to be
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conclusively evidenced by such Authorized Officer's execution and delivery of the Lease
Agreement.
Section 4. The form, terms and provisions of the Site Lease in substantially the
form on file with the Secretary are hereby approved. Each Authorized Officer, acting alone, is
hereby authorized and empowered to execute and deliver the Site Lease, in the name of and on
behalf of the Authority, in substantially the form on file with the Secretary with such changes,
insertions or deletions as are approved by the Authorized Officer executing the Site Lease, with
the approval of counsel to the Authority, such approvals to be conclusively evidenced by such
Authorized Officer's execution and delivery of the Site Lease.
Section 5. The form, terms and provisions of the Note Purchase Agreement in
substantially the form on file with the Secretary are hereby approved. The purchase price of the
Note shall be the principal amount thereof. Each Authorized Officer, acting alone, is hereby
authorized and empowered to execute and deliver the Note Purchase Agreement in the name of
and on behalf of the Authority, in substantially the form on file with the Secretary with such
changes, insertions or deletions as are approved by the Authorized Officer executing the Note
Purchase Agreement, with the approval of counsel to the Authority, such approvals to be
conclusively evidenced by such Authorized Officer's execution and delivery of the Note
Purchase Agreement.
Section 6. Each of the Chairman or Vice Chairman of the Board of Directors of
the Authority, acting alone, is hereby authorized and directed to execute, by manual or facsimile
signature, the Note, and each of the Secretary or an Assistant Secretary of the Authority, 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 the form set forth in the Indenture.
Section 7. The Note, when executed as provided in Section 6 hereof, shall be
delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and
directed to authenticate and register the Note so delivered by executing the appropriate
Certificate of Authentication appearing thereon, and to deliver the Note, when duly executed,
authenticated and registered, to Wells Fargo Bank, National Association, the purchaser thereof in
accordance with Indenture and the Note Purchase Agreement upon payment of the purchase
price therefor.
Section 8. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond
counsel for the Note and C SG Advisors Incorporated is hereby appointed as financial advisor to
the Authority in connection with the issuance of the Note.
Section 9. In making any determination with respect to the Note, the Indenture,
the Lease Agreement, the Site Lease or the Note Purchase Agreement, 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 10. All actions heretofore taken by the members of the Board of
Directors, the officers and the agents of the Authority and the Authorized Officers with respect to
the leasing of the Leased Property pursuant to the Site Lease and the Lease Agreement, and the
issuance and sale of the Notes are hereby approved, confirmed and ratified, and the members of
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the Board of Directors, the officers of the Authority, the Authorized Officers, 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, including
one or more tax certificates or agreements with respect to the Note, in addition to those
enumerated herein, which they or counsel to the Authority may deem necessary or advisable in
order to consummate the issuance, sale and delivery of the Note and otherwise to effectuate the
purposes of this Resolution.
Section 11. The Authority expects that the 2010 Project is to be located within
the City.
Section 12. This Resolution shall take effect from and after its adoption.
THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED
BY THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING
AUTHORITY THIS SIXTEENTH (16TH) DAY OF NOVEMBER, 2010, BY THE
FOLLOWING ROLL CALL VOTE:
AYES: Chairman Pringle, Authority Members Sidhu, Hernandez, Galloway,
Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
ANAHEIM 'UBLIC FIN • G
AUTHO'Y
By ■ �.
CHAIRMAN OF T ` A EIM PUBLIC
FINANCING AUTHORIT
ATTEST:. '
/
SECRETARY OF THE ANAHE
PUBLIC FINANCING AUTHORITY
APPROV ' • _■■• FORM:
r'
CRI INA TALLE , C 1 Y ATTORNEY
Jo, .. +.ea•. r'
Ass . t City Attome
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