APIC1990-3RESOLUTION NO. APIC 90-3
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC IMPROVEMENT CORPORATION, AUTHORIZING THE
PREPARATION, EXECUTION, SALE AND DELIVERY OF NOT TO
EXCEED $46,000,000 AGGREGATE PRINCIPAL AMOUNT OF
CERTIFICATES OF PARTICIPATION, APPROVING A TRUST
AGREEMENT, INSTALLMENT PURCHASE AGREEMENT,
ASSIGNMENT AGREEMENT AND PURCHASE CONTRACT AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH
WHEREAS, the Anaheim Public Improvement Corporation (the
"Corporation") is a nonprofit public benefit corporation organized
and existing under the laws of the State of California with the
authority to assist the City of Anaheim (the "City") in the
financing of costs related to public improvements; and
WHEREAS, the City has proposed that the Corporation
assist the City in the financing of the acquisition, construction
and installation of a public utilities building and related
improvements (the "Facilities"); and
WHEREAS, it has been proposed that the Corporation
acquire, construct and install the Facilities and that the City
purchase such Facilities from the Corporation pursuant to an
Installment Purchase Agreement, dated as of November 1, 1990, by
and between the City and the Corporation (the "Installment Purchase
Agreement"), the proposed form of which has been presented to this
Board of Directors, pursuant to which the City will agree to make
certain purchase payments (the "Purchase Payments") in connection
therewith; and
WHEREAS, it has been proposed that the Corporation grant,
assign and transfer all of its right to receive the Purchase
Payments from the City to Bankers Trust Company of California,
National Association, as Trustee (the "Trustee") pursuant tb an
Assignment Agreement, dated as of November 1, 1990, by and between
the Corporation and the Trustee (the "Assignment Agreement"), the
proposed form of which has been presented to this Board of
Directors; and
WHEREAS, the Corporation and the City have determined
that it would be in the best interests of the Corporation, the City
and the citizens of the City to authorize, pursuant to the Trust
Agreement, dated as of November 1, 1990, by and among the
Corporation, the Trustee and the City (the "Trust Agreement"), the
proposed form of which has been presented to this Board of
Directors, the preparation, execution, sale and delivery of
Certificates of Participation in an aggregate amount not to exceed
$46,000,000 (the "Certificates"), which Certificates evidence and
represent direct and proportionate interests in the Principal
Components and Interest Components of the Purchase Payments; and
WHEREAS, it has been proposed that Merrill Lynch Capital
Markets, Prudential-Bache Capital Funding and Goldman, Sachs & Co.
(the "Underwriters") purchase the Certificates pursuant to a
Certificate Purchase Agreement among the Underwriters, the City and
the Corporation (the "Purchase Contract"), the proposed form of
which has been presented to this Board of Directors; and
WHEREAS, there has been presented to this Board of
Directors a Preliminary Official Statement relating to the
Certificates (the "Preliminary Official Statement"); and
WHEREAS, the City has determined that it is in the best
interest of the City and the citizens of the City to approve the
above documents and authorize and approve the transactions
contemplated thereby.
NOW,. THEREFORE, the Board of Directors of the Anaheim
Public Improvement Corporation, does hereby resolve, determine and
order as follows:
SECTION 1~ That the Trust Agreement, the Installment
Purchase Agreement, the Assignment Agreement and the Purchase
Contract presented to this Board of Directors are hereby approved.
The President, the Vice President, the Treasurer and the Secretary
are authorized and directed for and in the name of the Corporation
to execute and deliver said agreements. The agreements shall be
executed in the forms hereby approved, with such additions thereto
and changes therein as are approved in accordance with Section 4
hereof, such approval to be conclusively evidenced by the execution
and delivery thereof.
SECTION Z~ That this Board of Directors hereby
authorizes the preparation, execution, sale and delivery of the
Certificates in accordance with the terms and provisions of the
Trust Agreement (as executed and delivered).
8ECTION 3~ That Bankers Trust Company of California,
National Association is hereby appointed as Trustee on behalf of
the owners of the Certificates with the duties and powers of such
Trustee as set forth in the Trust Agreement (as executed and
delivered).
~CTION 42 The agreements approved in Section 1 of this
Resolution shall, when executed and delivered pursuant to Section
1 of this Resolution, contain such additions and changes as shall
have been approved by the Public Utilities General Manager (or, in
the absence of the Public Utilities General Manager, the Assistant
General Manager--Finance and Administration of the Public Utilities
Department) (the "Manager"), subject to the following limitations:
(a) the aggregate principal amount of the Certificates
shall not exceed $46,000,000;
(b) the final Purchase Payment under the Installment
Purchase Agreement shall be due and payable not later than
December 31, 2022;
(c) the underwriters' discount (excluding any original
issue discount) under the Purchase Contract shall not exceed
1.8% of the aggregate initial principal amount of the
Certificates;
(d) the interest cost with respect to the Certificates
shall not exceed 8.0%; and
(e) if the Manager shall decide to obtain municipal bond
insurance with respect to the financing, the premium for such
insurance shall not exceed 0.40% of the payments insured.
SECTION $~ The President, the Vice President, the
Treasurer and the Secretary of the Corporation and the other
officers and officials of the Corporation are authorized and
directed, jointly and severally, to do any and all things and to
execute and deliver any and all documents which they may deem
necessary and advisable in order to consummate the transactions
contemplated by the Trust Agreement, the Installment Purchase
Agreement, the Assignment Agreement, thePurchase Contract and this
Resolution, and such actions previously taken by such officers are
hereby ratified and confirmed.
SECTION 6~ This Resolution shall take effect from and
after its date of adoption.
PASSED AND ADOPTED this sixth day of November 1990, by
the following vote:
AYES:
Daly, Ehrle, Kaywood, Pickler and Hunter
NOES: None
ABSENT: None
[SEAL]
ATTEST
Secretary
3
CLERK
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public
Improvement Corporation, do hereby certify that the foregoing Resolution
No. APIC90-3 was introduced and adopted at a regular meeting provided by law,
of the Board of Directors of the Anaheim Public Improvement Corporation held
on the 6th day of November, 1990, by the following vote of the members thereof:
AYES:
BOARD MEMBERS: Daly, Ehrle, Kaywood, Pickler and Hunter
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors signed said
Resolution No. APIC90-3 on the 7th day of November, 1990.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 7th day of November, 1990.
SECRETARY OF THE
ANAHEIM PUBLIC IMPROVEMENT CORPOP~TION
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation,
do hereby certify that the foregoing is the original of Resolution
No. APIC90-3 duly passed and adopted by the Anaheim Public Improvement
Corporation on November 6, 1990.
SECRETARY OF THE
ANAHEIM PUBLIC IMPROVEMENT CORPORATION