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99-190CITY OF ANAHEIM RESOLUTION NO. 99R- 19o RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA (I) APPROVING THE ISSUANCE OF NOT TO EXCEED $45,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY; (II) APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF AN INSTALLMENT PURCHASE AGREEMENT, AN INDENTURE OF TRUST, VARIOUS ESCROW AGREEMENTS, A STANDBY BOND PURCHASE AGREEMENT, A REMARKETING AGREEMENT, A PURCHASE CONTRACT, A CONTINUING DISCLOSURE AGREEMENT AND OTHER RELATED DOCUMENTS; (III) APPROVING THE DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND 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 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 Govemment Code of the State of Califomia (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 and refinancing of public capital improvements for the City by acquiring certain portions of the City' s electric distribution system (the "Distribution System Assets") and defeasing certain obligations relating to the City's electric system; and WHEREAS, it has been proposed that the Authority sell the Distribution System Assets acquired by it 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 City Council, pursuant to which the City will agree to make certain installment purchase payments (the "1999 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 Harris Trust Company of California, as trustee (the "Trustee"), the proposed form of which has been presented to this City Council, the issuance of the Authority' s revenue bonds (the "Bonds") in the aggregate principal amount of not to exceed $45,000,000 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 certain proceeds received from the sale of the Bonds and certain other moneys be deposited in escrow funds created pursuant to various Escrow Agreements to which the City will be a party (the "Escrow Agreements"), with Harris Trust Company of California, as escrow agent, the proposed forms of which have been presented to this City Council, to provide for the defeasance of certain obligations relating to the City's electric system to be defeased; and WHEREAS, it has been proposed that the City enter into a Standby Bond Purchase Agreement (the "Standby Bond Purchase Agreement"), among the Authority, the City, the Trustee and Morgan Guaranty Trust Company of New York (the "Bank"), the proposed form of which has been presented to this City Council, to provide liquidity for the Bonds during any period the Bonds are subject to purchase from the owners thereof pursuant to the Indenture; and WHEREAS, it has been proposed that the City enter into a Remarketing Agreement (the "Remarketing Agreement"), by and among the Authority, the City and Salomon Smith Bamey Inc., as remarketing agent, the proposed form of which has been presented to this City Council, to provide for the remarketing of the Bonds during any period such Bonds are subject to purchase and remarketing pursuant to the Indenture; and WHEREAS, it has been proposed that the City approve the form of the Purchase Contract (the "Purchase Contract") proposed to be entered into by the Authority with Salomon Smith Barney Inc., as underwriter (the "Underwriter"), the proposed form of which has been presented to this City Council, providing for the purchase by negotiated sale of the Bonds by the Underwriter; and WHEREAS, it has been proposed that the City enter into a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with the Trustee, the proposed form of which has been presented to this City Council, in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5); and WHEREAS, it has been proposed that the City enter into a Financial Guaranty Agreement (the "Financial Guaranty Agreement") with Ambac Assurance Corporation CAmbac"), the proposed form of which has been presented to this Board, to provide for the reimbursement of any mounts paid under Ambac' s surety bond insuring payment of the commitment fee payable to the Bank under the Standby Bond Purchase Agreement; and WHEREAS, the City has determined that it is in the best public interest of the City to approve the above documents and authorize and approve the transactions contemplated thereby; NOW, THEREFORE, the City Council of the City of Anaheim, California does hereby resolve, determine and order as follows: 2 SECTION 1: Pursuant to the Bond Law, the City hereby finds and determines that (i) the Distribution System Assets are to be located within the boundaries of the City and (ii) 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 the City within the contemplation of Section 6586 of the Bond Law. SECTION 2: The City Council hereby approves the issuance of the Bonds by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of the Bonds shall not exceed $45,000,000. The Bonds shall be issued pursuant to the Indenture. The City Council hereby approves the Indenture in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Indenture, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Indenture. The City Council hereby approves the issuance of the Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered). SECTION 3: The City Council hereby approves the Installment Purchase Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Installment Purchase Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Installment Purchase Agreement. In order to facilitate the payment of the 1999 Purchase Payments by the City pursuant to the Installment Purchase Agreement after the Crossover Date (as defined in the Installment Purchase Agreement), the Treasurer is hereby authorized and directed to create, establish and maintain, or cause to be maintained, so long as any 1999 Purchase Payments remain unpaid, the following funds in the Treasury of the City: (i) Distribution System Revenue Fund; (ii) Distribution System O & M Fund; (iii) Distribution System Debt Service Fund; (iv) Distribution System Reserve Fund; (v) Distribution System Provider Fund; (vi) Distribution System Rebate Fund; and (vii) Distribution System Surplus Revenue Fund; which funds shall be separate and apart from all other funds and moneys held by the City. Moneys shall be deposited into and used and applied from such funds solely in accordance with the provisions of the Installment Purchase Agreement. SECTION 4: The City Council hereby approves the various Escrow Agreements in the forms thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final forms of the Escrow Agreements, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Escrow Agreements. SECTION 5: The City Council hereby approves the Standby Bond Purchase Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Standby Bond Purchase Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Standby Bond Purchase Agreement. SECTION 6:The City Council hereby approves the Remarketing Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Remarketing Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Remarketing Agreement. SECTION 7: The City Council hereby approves the Purchase Contract in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to evidence such approval by execution of the final form of the Purchase Contract, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery of the Purchase Contract. SECTION tt: The City Council hereby approves the Continuing Disclosure Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Continuing Disclosure Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Continuing Disclosure Agreement. 4 SECTION 9: The City Council hereby approves the Financial Guaranty Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 11 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager or the City Treasurer are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Financial Guaranty Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Financial Guaranty Agreement. SECTION 10: The City Council hereby approves the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement") in the form thereof on file with the City Clerk, with such additions thereto and changes therein as are approved by the Public Utilities General Manager, upon consultation with the City Attomey and Fulbright & Jaworski L.L.P., Disclosure Counsel. The City Council hereby authorizes the Public Utilities General Manager or his designee to deem the Preliminary Official Statement final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, except for permitted omissions. The City Council hereby authorizes the distribution by the Underwriter in connection with the offering and sale of the Bonds of the Preliminary Official Statement and a final Official Statement substantially in the form of the Preliminary Official Statement with such additions thereto (including the inclusion of the permitted omissions in the Preliminary Official Statement) and changes therein as approved by the Public Utilities General Manager, upon consultation with the City Attorney and Fulbright & Jaworski L.L.P., Disclosure Counsel. SECTION 11: The agreements approved in Sections 2, 3, 4, 5, 6, 7, 8 and 9 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 Ambac Assurance Corporation or any other provider of a municipal bond insurance policy relating to the Bonds) as shall have been approved by the Public Utilities General Manager. The Public Utilities General Manager is hereby authorized to determine, in connection with the execution and delivery of the agreements approved in Sections 2, 3, 4, 5, 6, 7, 8 and 9 hereof, the following with respect to the Bonds: (a) the aggregate principal amount of the Bonds, which shall not exceed $45,000,000; (b) the final 1999 Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than October 1, 2039; (c) the outstanding obligations of the City to be defeased by the Bonds; (d) the maximum true interest cost on the Bonds during the initial interest period, which shall not exceed 5.50%; (e) the Underwriter's discount on the Bonds, which shall not exceed 0.75% of the principal amount thereof; (f) the premium for the municipal bond insurance with respect to the Bonds, which shall not exceed 0.36% of the payments insured; and (g) the premium for the surety bond insuring payment of the commitment fee payable under the Standby Bond Purchase Agreement, which shall not exceed $7,000. SECTION 12: Prior to the Crossover Date (as defined in the Installment Purchase Agreement), the 1999 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. 1999 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 payment of the 1999 Purchase Payments and any other Qualified Obligations. From and after the Crossover Date, the 1999 Purchase Payments and any other Distribution System Parity Obligations (as defined in the Installment Purchase Agreement) shall be equally secured by the Distribution System Net Revenues (as defined in the Installment Purchase Agreement) and shall be paid from the Distribution System Net Revenues unless otherwise paid from other sources of legally available funds. From and after the Crossover Date, the Distribution System Net Revenues shall be held in trust by the Treasurer of the City for the payment of the 1999 Purchase Payments and any other Distribution System Parity Obligations. SECTION 13: The Mayor, the City Manager, the Public Utilities General Manager and the Financial Service Manager of the Public Utilities Department, the City Treasurer, the City Attomey and the City Clerk of the City and the other officers, employees and agents of the City are hereby authorized and directed, jointly and severally, for and in the name of the City, to do any and all things and to take all actions, including execution and delivery of any and all assigmnents, 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, to arrange for the insuring of all or any portion of the Bonds and the commitment fee payable under the Standby Bond Purchase Agreement through Ambac Assurance Corporation, to effect the defeasance of obligations of the City to be defeased by the Bonds and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Escrow Agreements, the Standby Bond Purchase Agreement, the Remarketing Agreement, the Purchase Contract, the Continuing Disclosure Agreement, the Financial Guaranty Agreement and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. SECTION 14: This City Council hereby finds and determines that the transfer of title to Distribution System Assets to the Authority under the terms of the Installment Purchase Agreement is in the best interests of the City, and hereby agrees to transfer such title to the Authority. SECTION 15: This Resolution shall take effect from and after its date of adoption. 6 PASSED AND ADOPTED this 14th AYES: NOES: ABSENT: [SEAL] ATTEST: day of September , 1999, by the following vote: ~~ityCler~/?C~ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby cedify that the foregoing Resolution No. 99R-190 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 14th day of September, 1999, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: MAYOR/COUNCIL MEMBERS: None ABSENT: MAYOR/COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No.99R- 190 on the 14th day of September, 1999. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 14th day of September, 1999. (SEAL) I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 99R-190 was duly passed and adopted by the City Council of the City of Anaheim on September 14th, 1999.