92-219 CITY OF ANAHEIM RESOLUTION NO. 9ZR-21___9
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA, AUTHORIZING THE PREPARATION,
EXECUTION, SALE AND DELIVERY OF NOT TO EXCEED
$65,000,000 AGGREGATE PRINCIPAL AMOUNT OF
CERTIFICATES OF PARTICIPATION, APPROVING A TRUST
AGREEMENT AND INSTALLMENT PURCHASE AGREEMENT 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 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 of an interest
in a coal-fueled electric generating unit known as Unit 4 of San
Juan Generating Station and related facilities (the "Facilities");
and
WHEREAS, it has been proposed that the Corporation
acquire the Facilities and that the City purchase such Facilities
from the Corporation pursuant to an Installment Purchase Agreement,
dated as of October 1, 1992, 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;
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 October 1, 1992, 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 October 1, 1992, 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 $65,000,000 (the
"Certificates"), which Certificates evidence and represent direct
and proportionate interests in the Principal Components and
Interest Components of the Purchase Payments; and
WHEREAS, 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 and the Installment
Purchase Agreement 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 Z~ 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 (including
additions and changes necessary to satisfy the requirements of the
provider of any municipal bond insurance policy) as shall have been
approved by the Public Utilities General Manager (or, in the
absence of the Public Utilities General Manager, the Financial
Services Manager of the Public Utilities Department) (the
"Manager"), subject to the following limitations:
(a) the aggregate principal amount of the Certificates
shall not exceed $65,000,000;
(b) the final Purchase Payment under the Installment
Purchase Agreement shall be due and payable not later than
December 31, 2022;
(c) any equity contribution provided by the City in
connection with the financing shall not exceed $2,000,000; and
(d) 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 5: 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 6: The Mayor, the City Manager and the Public
Utilities General Manager are authorized and directed to execute
and deliver a final Official Statement in substantially the form of
the Preliminary official Statement, 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.
SECTION 7: The Mayor, the city Manager, the Public
Utilities General Manager and the Financial Services Manager 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 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 20th day of October 1992, by the
following vote:
AYES: Simpson, Ehrle, Pickler, Daly and Hunter
NOES: None
ABSENT: None
ATTEST:
City Clerk
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. 92R-219 was
introduced and adopted at a regular of the City Council of the City
of Anaheim duly called, noticed and held on the 20th day of __
, 1992, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Simpson, Ehrle, Pickler, Daly 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. 92R219 on the 21st day of October , 1992.
IN WITNESS WHEREOF, I have hereunto set~ my hand and affixed the
seal of the City of Anaheim this 2~..st day of October, 1992.
CITY CLERK OF THE CITY O~F
ANAHEIM
(SEAL)
I, Leonora N. Sohl , City Clerk of the city of Anaheim, do hereby
certify that the foregoing is the original Resolution No. 92~19
duly passed and adopted by the Anaheim city Council on October ~
1992.
CITY CLERK ~