APFA-2009-001RESOLUTION NO. APFA 2009- 001
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY, (I)
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$70,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE
BONDS OF SAID AUTHORITY; (II) APPROVING THE FORMS
AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF
TRUST, AN INSTALLMENT PURCHASE AGREEMENT, A
PURCHASE CONTRACT 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 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
of certain public capital improvements for the City by acquiring certain portions of the City's electric
distribution system (the "Distribution System Assets "); and
WHEREAS, it has been proposed that the Authority sell the Distribution System
Assets 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 "2009 -A
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 The Bank of New York Mellon
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, Series 2009 -A (City of Anaheim Electric
System Distribution Facilities) (the "2009 -A Bonds ") in an aggregate principal amount of not to
exceed $70,000,000, under the provisions of the Bond Law, payable from certain revenues including
the 2009 -A Purchase Payments, for the purpose of raising funds necessary to provide such financial
assistance to the City; and
WHEREAS, it has been proposed that the Authority and the City enter into a
Purchase Contract (the "Purchase Contract ") with Citigroup Global Markets Inc., as senior manager,
and such other securities firms as may be selected by an Authorized Officer (defined below) as
underwriters (collectively, the "Underwriters "), the proposed form of which has been presented to
this Board, providing for the purchase by negotiated sale of the 2009 -A Bonds by the Underwriters;
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 : The Board hereby authorizes the issuance of the 2009 -A Bonds under
and pursuant to the Bond Law; provided, that the aggregate principal amount of the 2009 -A Bonds
shall not exceed $70,000,000. The 2009 -A 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
2009 -A 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 2009 -A Bonds in accordance with the
terms and provisions of the Indenture (as executed and delivered).
SECTION 2 : 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.
SECTION 3 : 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 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 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.
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SECTION 4 : The Board hereby approves the Preliminary Official Statement relating
to the 2009 -A 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 any Authorized
Officer, upon consultation with the Acting City Attorney, as counsel to the Authority, and Fulbright
& Jaworski L.L.P., as 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 2009 -A Bonds,
each of the Authorized Officers is hereby authorized to prepare and execute a final Official
Statement (the "Official Statement "), substantially in the form of the Preliminary Official Statement,
with such additions thereto and changes therein as approved by any Authorized Officer, upon
consultation with the Acting 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
Underwriters in connection with the offering and sale of the 2009 -A Bonds.
SECTION 5 : The agreements approved in Sections 1, 2 and 3 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 any provider of a municipal
bond insurance policy for the 2009 -A Bonds) 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 approved in Sections 1, 2 and 3 hereof, the following with
respect to the 2009 -A Bonds:
(a) the aggregate principal amount of the 2009 -A Bonds, which shall not exceed
$70,000,000;
(b) the final maturity of the 2009 -A Bonds, which shall be no later than
October 1, 2039;
(c) the yield on the 2009 -A Bonds, which shall not exceed 6.50 %;
(d) the Underwriters' discount on the 2009 -A Bonds, which shall not exceed
0.70 % of the principal amount thereof; and
(e) the premium for any municipal bond insurance policy to be provided for the
2009 -A Bonds, which shall not exceed 1.50% of the 2009 -A Bond payments insured.
SECTION 6 : 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
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the lawful issuance and sale of the 2009 -A Bonds, to arrange for the insuring of all or any portion
of the 2009 -A Bonds with any municipal bond insurer and to consummate the transactions
contemplated by the Indenture, the Installment Purchase Agreement, the Purchase Contract and this
Resolution, and such actions previously taken by such officers, employees and agents are hereby
ratified and confirmed.
SECTION 7 : This Resolution shall take effect from and after its date of adoption.
THE FOREGOING RESOLUTION was approved and adopted by the Anaheim
Public Financing Authority at a meeting of said Anaheim Public Finance Authority held on the
10tillay of February, 2009, by the following roll call vote:
AYES: Chairman Pringle, Authority Members Hernandez, Sidhu, Galloway, Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
A PUBLIC F LACING AUTHORITY
NA
CHAIRMAN O HE ANAHEIM PUBLIC
FINANCING AUTHORITY
(SEAL)
ATTEST:
SECRETARY OF THE ANA IM PUBLIC
FINANCING AUTHORITY
71909.3
0
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 2009- 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 ]Dtj-l of February, 2009, by the following vote
of the members thereof:
AYES: BOARD MEMBERS: Chairman Pringle, Authority Members Hernandez,
Sidhu, Galloway, Kring
NOES: BOARD MEMBERS: NONE
ABSENT: BOARD MEMBERS: NONE
ABSTAIN: BOARD MEMBERS: NONE
AND I FURTHER certify that the Chairman of the Board of Directors signed said
Resolution No. APFA 2009- on the 1 oth day of February, 2009.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Anaheim Public Financing Authority this 1o_Ua_ day of February, 2009.
Z' 1 P4�
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 2009 - on1 duly passed and adopted by the Anaheim Public Financing Authority on
February 10th 2009.
A Z t-z �1-4- Z
SECR TARY OF THE ANA HE PUBLIC
FINANCING AUTHORITY
71909.3
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