APFA-2008-001RESOLUTION NO. APFA 2008- 001
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY
(I) AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$50,000,000 AGGREGATE PRINCIPAL AMOUNT OF
WATER REVENUE BONDS OF SAID AUTHORITY;
(II) APPROVING THE FORMS AND AUTHORIZING THE
EXECUTION AND DELIVERY OF AN INDENTURE OF
TRUST, AN INSTALLMENT PURCHASE AGREEMENT,
SALE DOCUMENTS AND OTHER RELATED
DOCUMENTS; (III) APPROVING 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 (the "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 of costs related to public capital improvements of the City; and
WHEREAS, the City wishes to finance the acquisition and construction of certain
improvements to the City's water system (the "Water System"); and
WHEREAS, it has been proposed that the Authority assist the City in financing such
improvements to the Water System; 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 The Bank of New
York Trust Company, N.A., as trustee (the "Trustee"), the proposed form of which has been
presented to this Board, the issuance of the Authority's Revenue Bonds, 2008 Series (Water
System Improvements) (the "2008 Bonds") in an aggregate principal amount not to exceed
$50,000,000 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 the Authority purchase components of the Water
System in consideration for providing the proceeds of the 2008 Bonds to the City, and that the
City purchase back such components from the Authority pursuant to an Installment Purchase
Agreement (the "Installment Purchase Agreement"), by and between the City and the Authority,
80187107.3
the proposed form of which has been presented to this Board, pursuant to which the City will
agree to make certain installment purchase payments to the Authority in connection therewith,
which payments will be used by the Authority to pay debt service on the 2008 Bonds; and
WHEREAS, to provide for the competitive sale of the 2008 Bonds, the proposed forms of
a Notice Inviting Bids and Official Bid Form for the 2008 Bonds (the "Sale Documents") have
been presented to this Board; and
WHEREAS, to provide for the negotiated sale of the 2008 Bonds, the proposed form of a
purchase contract for the 2008 Bonds (the "Purchase Contract") has been presented to this
Board; and
WHEREAS, this Board desires to provide for the sale of the 2008 Bonds either by
competitive sale pursuant to the Sale Documents or on a negotiated basis pursuant to the
Purchase Contract; and
WHEREAS, there has been prepared a proposed form of preliminary official statement
describing the 2008 Bonds and related matters (the "Preliminary Official Statement"); and
WHEREAS, the Authority has determined that it is in the best interests 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 L• Issuance of 2008 Bonds; Indenture. The Board hereby authorizes the
issuance of the 2008 Bonds under and pursuant to the Bond Law; provided that the aggregate
principal amount of the 2008 Bonds shall not exceed $50,000,000. The 2008 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 changes therein as are
approved in accordance with Section 5 hereof, such approval to be conclusively evidenced by the
execution and delivery thereof.
Each of the Chairman, the Executive Director, the Treasurer and the Authority Financial
Advisor, or their respective designees (each, an "Authorized Officer"), is hereby authorized to
execute, and the Secretary is hereby authorized to attest and affix the seal of the Authority to, the
2008 Bonds and the fmal 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.
SECTION 2: Installment Purchase Agreement. 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 5 hereof,
such approval to be conclusively evidenced by the execution and delivery thereof. Each of the
Authorized Officers 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.
80187107.3 2
SECTION 3: Sale Documents; Purchase Contract. The proposed form of the Sale
Documents, providing for the competitive public sale of the 2008 Bonds by the Authority,
submitted to this Board and on file with the Secretary, and the terms and conditions of the Sale
Documents, which are hereby incorporated by reference, with such additions, deletions or
changes therein as shall be approved by any Authorized Officer, are hereby authorized and
approved. Distribution of the Sale Documents to potential bidders by Public Financial
Management, Inc., financial advisor to the Authority and the City (the "Financial Advisor"), and
by other appropriate means, if the sale is competitive, is hereby authorized and approved. All
2008 Bonds, if the sale is on a competitive basis, shall be offered for public sale in accordance
with the Sale Documents. Publication of a Notice of Intention to Sell Bonds in The Bond Buyer
or other financial publication, in such form as shall be approved by any Authorized Officer, is
hereby authorized and approved.
The proposed form of the Purchase Contract, providing for the negotiated sale of the
2008 Bonds by the Authority, submitted to this Board and on file with the Secretary, and the
terms and conditions of the Purchase Contract, which are hereby incorporated by reference, are
hereby authorized and approved. Each Authorized Officer is hereby authorized and directed to
execute and deliver the Purchase Contract to such underwriter or underwriters as such
Authorized Officer may select, with such additions, deletions or changes therein as shall be
approved by any Authorized Officer, such approval to be conclusively evidenced by the
execution and delivery thereof. The sale of the 2008 Bonds, pursuant to either the Sale
Documents or the Purchase Contract, as determined by any Authorized Officer, subject to the
limitations set forth in Section 5 hereof, is hereby authorized and approved.
SECTION 4: Preliminary Official Statement; Official Statement. The Board hereby
approves the Preliminary Official Statement in the form thereof on file with the Secretary, with
such additions thereto and changes therein as are approved by any Authorized Officer, upon
consultation with the City Attorney, as counsel to the Authority, and Fulbright & Jaworski
L.L.P., Bond Counsel and Disclosure Counsel ("Bond Counsel"). Each of the Authorized
Officers is hereby authorized to execute and deliver. a certificate deeming the Preliminary
Official Statement final for purposes of SEC Rule 15c2-12. Upon the pricing of the 2008 Bonds,
each of the Authorized Officers is hereby authorized to prepare and execute a final Official
Statement (the "Official Statement"), substantially the form of the Preliminary Official
Statement, with such additions thereto and changes therein as approved by any Authorized
Officer, upon consultation with the City Attorney, as counsel to the Authority, and Bond
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 Financial Advisor and the underwriters of the 2008 Bonds in connection with
the offering and sale thereof.
SECTION 5: Parameters of 2008 Bonds. The agreements and documents approved in
Sections 1, 2 and 3 of this Resolution shall, when executed and delivered pursuant to said
sections, contain such additions and changes as shall have been approved by the Authorized
Officers. Each of the Authorized Officers is hereby authorized to determine, in connection with
the execution and delivery of the agreements and documents approved in Sections 1, 2 and 3
hereof, the following with respect to the 2008 Bonds:
80187107.3 3
(a) the aggregate principal amount of the 2008 Bonds, which shall not exceed
$50,000,000;
(b) the final maturity of the 2008 Bonds, which shall be not later than
October 1, 2038; and
(c) the yield on the 2008 Bonds, which shall not exceed six percent (6.0%)
per annum.
SECTION 6: General Authorization. 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 and on
behalf 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 2008 Bonds,
to arrange for the insuring of all or any portion of the 2008 Bonds with any municipal bond
insurer and to consummate the transactions contemplated by the Indenture, the Installment
Purchase Agreement, the Sale Documents or the Purchase Contract and this Resolution, and such
actions previously taken by such officers, employees and agents are hereby ratified and
confirmed.
SECTION 7: Effective Date. This Resolution shall take effect from and after its date of
adoption.
APPROVED AND ADOPTED by the Anaheim Public Financing Authority this 10th day
of June, 2008, by the following vote:
AYES: Chairman Pringle, Authority Members Hernandez, Sidhu, Galloway, Kring
NOES: NOS
ABSENT: NONE
ATTEST;
SECRETARY OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
CHAIRMAN OF THE ANA IM PUBLIC
FINANCING AUTHORITY
sois~io~.3 4
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing Resolution No. APFA 2008-001 was introduced
and adopted at a regular meeting provided by law of the Board of Directors of the Anaheim
Public Financing Authority held on the 10th day of 3une, 2008, by the following vote of the
members thereof:
AYES: Chairman Pringle, Authority Members Hernandez, Sidhu, Galloway, Kring
NOES: Np~
ABSENT: Np~
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution
No. APFA 2008-0~1 on the 10th day of June, 2008.
IN WITNESS WI~REOF, I have hereunto set my hand and affixed the seal of the Anaheim
Public Financing Authority this 10th day of June , 2008.
SECRETARY OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
(SEAL)
I, Linda N. Andal, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2008-001
duly passed and adopted by the Anaheim Public Financing Authority on June 10, 2008.
SECRETARY OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
80187107.3