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RES-1989-275RESOLUTION NO. g9R-275 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA, 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, PURCHASE CONTRACT AND DRAFT OFFICIAL STATEMENT AND 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 a~i~t 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 natural gas-fired combustion turbine peaking plant and related improvements (the "Facilities"); and W~EREAS, it has been proposed that the Corporation acquire, construct and install the Facilities and that the City purchase ~uch Facilities from the Corporation pursuant to an Installment Purchase Agreement, dated as of July 1, 1989, by and between the City and the Corporation (the "Installment Purchase Agreement"), the proposed form of which has been presented to this City Council, pursuant to which the City will agree to make certaim purchase payments (the "Purchase Payments") in connection therewith; 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 The Bank of New York Trust Company of California, as Trustee (the "Trustee") pursuant to an Assignment Agreement, dated as of July 1, 1989, by'and between the Corporation and the Trustee (the "Assignment Agreement"); 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 July 1, 1989, by and among the Corporation, the Trustee and the City (the "Trust Agreement"), the proposed form of which has been presented to this City Council, 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 Dean Witter Reynolds Inc., The First Boston Corporation and others (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 city Council; and WHEREAS, there has been presented to this City Council a draft Official Statement relating to the Certificates (the "Draft 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; and NOW, THEREFORE, the City Council of the City of Anaheim, California, does hereby resolve, determine and order as follows: SECT~0N %2 That the Trust Agreement, the Installment Purchase Agreement and the Purchase Contract presented to this City Council are hereby approved. The Mayor, the City Manager, the City Treasurer and the City Clerk are authorized and directed for and in the name of the City 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. S~CTION 2: That this City Council 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). SECTION 3: That The Bank of New York Trust Company of California, 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). SECTION 4~ 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, 2011; (c) the underwriters' discount (excluding any original issue discount) under the Purchase Contract shall not exceed 1.8% of the aggregate principal amount of the Certificates; (d) the interest cost with respect to the Certificates shall not exceed 7.5%; 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 S: The Purchase Payments and all other payments with respect to Qualified Obligations (as defined in the Installment Purchase Agreement) shall be secured by a pledge, charge and lien upon the Surplus Revenues in the Qualified Obligations Account (as defined in the Installment Purchase Agreement) and shall be paid from Surplus Revenues in the Qualified Obligations Account unless otherwise paid from other sources of legally available funds. Purchase Payments and all other payments with respect to Qualified Obligations shall be equally secured by the Surplus Revenues in the Qualified Obligations Account without priority for number or date. The Surplus Revenues in the Qualified Obligations Account shall be held in trust by the Treasurer of the City for the benefit of the holders of the Certificates and any other Qualified Obligations. SECTION $~ The distribution of a preliminary official statement in substantially the form of the Draft Official Statement to prospective purchasers of the Certificates is approved, and the Mayor, the City Manager and the Public Utilities General Manager are authorized and directed to execute and deliver a final Official Statement in accordance with the Purchase Contract in substantially the form of the Draft Official Statement hereby approved, with such additions thereto and changes therein as are consistent with this Resolution and the limits prescribed herein and recommended or approved by Special Counsel to the City and approved by such officers and employees, such approval to be conclusively evidenced by the execution an4 delivery thereof. SECTION ?~ The Mayor, the City Manager, the Public Utilities General Manager and the Assistant General Manager-Finance and Administration of the Public Utilities Department, the City Clerk, City Attorney and City Treasurer and the other officers and officials of the City 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 Purchase Contract and this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 8: This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 27th day of June 1989, by the following vote: AYES: NOES: ABSENT: ATTE ST: City Clerk CERTIFICATION I, Leonora N. Sohl , City Clerk of the City of Anaheim, California (the "City"), DO HZREB¥ CZRTXF¥ that the foregoing is a true copy of Resolution No. 89R-275which was duly adopted by the City Council of the City at a regular meeting duly called, noticed and held on J~n~ 27 , 1989 at which a quorum was present and acting throughout and that Resolution No. 89B-275 has not been modified, amended or repealed and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City to be affixed this 28th day of June , 1989. CITY CLERK (SEAL) CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 89R-275 was introduced and adopted at a regular meeting provided by law, of the City Council of the City of Anaheim held on the 27th day of June, 1989, by the following vote of the members thereof: AYES' COUNCIL MEMBERS' Daly, Ehrle, Kaywood and Hunter NOES' COUNCIL MEMBERS' None ABSENT' COUNCIL MEMBERS' Pickler AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 89R-275 on the 28th day of June, 1989. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 28th day of June, 1989o CITY CLERK OF THE CITY OF ANAHEIM ( SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 89R-275 duly passed and adopted by the Anaheim City Council on June 27, 1989. CITY CLERK OF THE CITY OF ANAHEIM