90-391 RESOLUTION NO. 90R-391
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 PRELIMINARY OFFICIAL STATEMENT 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
City Council, 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 to an
Assignment Agreement, dated as of November l, 1990, 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 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 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 P~rchase Payments; and
Wq{EREAS, 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 P~rchaseAgreement among the Underwriters, the City and
the Corporation (the "P~rchase Contract"), the proposed form of
which has been presented to this City Council; and
WHEREAS, there has been presented to this City Council 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; and
NOW, THEREFORE, the City Council of the City of Anaheim,
California, does hereby resolve, determine and order as follows:
SECTION 1= 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.
SECTION 25 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 $: 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).
SECTION 45 The agreements apDroved in Section i 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.
BEeTION $: The Purchase Payments (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 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.
BEeTION 6s The distribution of the Preliminary official
Statement in substantially the form of the Preliminary official
Statement presented to this Board of Directors 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 Preliminary 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 and delivery thereof.
~ECTION 7: 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
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Contract and this Resolution, and such actions previously taken by
such officers are hereby ratified and confirmed.
SECTION S~ 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
City Clerk
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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. 90R-391 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 6th day of November, 1990, by the following vote of the members thereof:
AYES COUNCIL MEMBERS: Daly, Ehrle, Kaywood, Pickler and Hunter
NOES COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 90R-391 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.
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. 90R-391, duly passed and
adoptsd by the Anaheim City Council on November 6, 1990.
CITY CLERK OF THE CITY OF ANAHEIM