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APFA 1997-1RESOLUTION NO. APFA97-1 RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $33,000,000 TO MAKE A LOAN TO THE ANAHEIM REDEVELOPMENT AGENCY IN CONNECTION WITH ANAHEIM REDEVELOPMENT PROJECT ALPHA, AUTHORIZING AND DIRECTING EXECUTION OF A RELATED INDENTURE OF TRUST AND LOAN AGREEMENT, AUTHORIZING SALE OF BONDS, PREPARATION OF OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the City of Anaheim (the "City") and the Anaheim Redevelopment Agency (the 'Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the Anaheim Public Financing Authority (the "Authority') for the purpose, among others, of issuing the Authority's bonds to be used to provide financial assistance to the Agency; and WHEREAS, the Agency is undertaking to assist the redevelopment of Anaheim Redevelopment Project Alpha in the City (the "Redevelopment Project"), and for such purpose the Agency has previously issued its Al~aheim Redevelopment Project Alpha Tax Allocation Refunding Bonds (Subordinate Lien), Series 1986 A (the "1986 Bonds"), in the aggregate initial principal amount of $49,380,000, and its Anaheim Redevelopment Project Alpha, 1995 Taxable Tax Allocation Bonds (Housing) (the ' 1995 Bonds") in the initial aggregate principal amount of $2,700,000 (collectively, the 1986 Bonds and the 1995 Bonds are referred to herein as the "Prior Obligations"); and WHEREAS, the Agency has determined that due to prevailing financial market conditions it is in the best interests of the Agency to realize interest rate savings and other valid public purposes of the Agency by refunding the Prior Obligations, and the Agency has requested the Authority to lend it funds in an amount sufficient for such purpose, including payment of associated costs; and WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the Agency, the Authority proposes to authorize the issuance of its revenue bonds (the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act'), designated as the Anaheim Public Financing Authority 1997 Tax Allocation Revenue Refunding Bonds (Redevelopment Project Alpha) which may be in more than one series and the interest on a series of which may be subjeat to federal income taxation, as necessary in the opinion of bond counsel, to effectuate the refunding of the 1995 Bonds; and WHEREAS, the proceeds of the Bonds will be applied to make a loan (the "Loan") to the Agency pursuant to a Loan Agreement dated as of February 1, 1997 (the "Loan Agreement'); and WHEREAS, the firm of Stone & Youngberg (the "Underwriter") has proposed to purchase and underwrite the Bonds and will present to the Authority, prior to the offering of the Bonds, a form of Purchase Agreement for the Bonds, to be entered into among the Authority, the Agency 122014.5[017[226214)076 and the Underwriter (the 'Purchase Agreement') and a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing thereof by the Underwriter; WHEREAS, the Board of Directors (the "Board") of the Authority has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority. NOW, THEREFORE, BE IT RESOLVED, DETERMINED ORDERED by the Board of Directors of the Anaheim Public Financing Authority as follows: 1. Findings and Determinations. Pursuant to the Act, 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 Act. 2. Issnance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act provided that the maximum aggregate principal amount of the Bonds shall not exceed $33,000,000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of February 1, 1997, by and between the Authority and First Trust of California, National Association, as trustee (the "Indenture'). The Board hereby approves the Indenture in substantially the form thereof on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name and on behalf of the Authority. Subject to the sale of the Bonds, the Board hereby authorizes the delivery and performance of the Indenture. 3. Approval of Loan to Agency; Loan Agreement. The Board hereby authorizes and approves the loan of the Bond proceeds by the Authority to the Agency pursuant to and in accordance with the provisions of the Loan Agreement. The Board hereby approves the Loan Agreement in substantially the form thereof on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate to effectuate the refunding of the Prior Obligations, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Loan Agreement for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Loan Agreement. 4. Sale of Bonds; Preparation of Official Statement. The Board hereby directs the Executive Director to negotiate the preliminary terms of sale of the Bonds by the Authority by negotiation with the Underwriter, pursuant to a Purchase Agreement to be prepared by the Underwriter. The Board hereby directs the preparation of a preliminary form of Official Statement describing the Bonds. Sale of the Bonds pursuant to a Purchase Contract and distribution of such preliminary Official Statement by the Underwriter shall be subject to the prior approval of the Board. 122014,51o17122621~o76 2 5. Official Actions. The Chairman, the Executive Director, the Treasurer, 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 lawful issuance and sale of the Bonds, the making of the Loan, the refunding of the Prior Obligations and the consummation of the transactions as described herein. Such actions shall include securing of commitments for bond insurance which will result in net present value debt service savings for the Bonds. 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority this 18 day of__~, 1997, by the following vote: CI-IA~ OF TI-I~'~qAHEIM PU~C FINANCING AUTHORITY ATTEST: SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY 1220I 4.51017 [ 22621 ~076 3 STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF ANAHEIM ) ) SS. I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA97-1 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 18th day of March, 1997, by the following vote ofthe members thereof: AYES: BOARD MEMBERS: McCracken, Tait, Zemel, Lopez, 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. APFA97-1 on the 18th day of March, 1997. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 18th day of March, 1997. SECRETARY OF THE ANAH~INANCING AUTHORITY (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the odginal of Resolution No. APFA97-1 duly passed and adopted by the Anaheim Public Financing Authority on March 18th, 1997. SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY'