Loading...
93-069 CITY OF AN/~IEIM RESOLUTION NO. 93R-69 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA (I) AUTHORIZING THE INVITATION OF PROPOSALS FOR THE PURCHASE OF NOT TO EXCEED $140,000v000 AGGREGATE PRINCIPALAMOUNT OF BONDS BY THE ANAHEIM PUBLIC FINANCING AUTHORITY; (II) AUTHORIZING ONE OR MORE NOTICES INVITING BIDS RELATING TO THE BONDS AND ONE OR MORE NOTICES OF INTENTION TO SELL BONDS; (III) APPROVING AN INSTALLMENT PURCHABE AGREEMENT AND ESCROW AGREEMENT; (IV) APPROVING THE REFUNDING OF CERTAIN CERTIFICATES OF PARTICIPATION OF THE CITY; (V) AUTHORIZING THE DELIVERY OF PRELIMINAHY OFFICIAL STATEMENTS AND AN OFFICIAL STATEMENT AND (VI) CERTAIN ACTIONB 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") for the purpose, among others, of issuing the Authority's bonds to be used to provide financial assistance to the City; and WHEREAS, it has been proposed that the Authority 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, the City has previously executed and delivered certificates of participation (the "Certificates") in connection with the financing of certain improvements (the "Projects") to the electric system of the City; and WHEREAS, it has been determined that due to prevailing financial market conditions it is in the best interests of the City to realize interest rate savings by refunding a portion of the Certificates; and WHEREAS, it has been proposed that the Authority assist the City in refunding certain of the Certificates; and WHEREAS, it has been proposed that the Authority acquire the Facilities and a portion of each of the Projects and that the City purchase such Facilities and such portion of each of the Projects from the Authority pursuant to certain Installment Purchase Agreements, each dated as of May 1, 1993, by and between the City and the Authority (together, the "Installment Purchase L~01 \1080\~.6Z$.6 9~601.1~ Agreement"), the proposed forms of which have 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, 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 the Indenture of Trust, dated as of May 1, 1993, by and between the Authority and The Bank of New York Trust Company of California, as Trustee (the "Trustee") (the "Indenture"), for the purpose of raising funds necessary to provide such financial assistance to the City, the issuance of its revenue bonds (the "Bonds") in the aggregate principal amount of not to exceed $140,000,000 under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title i of the Government Code of the State of California (the "Act"); and WHEREAS, it has been proposed that certain proceeds received from the sale of the Bonds and certain other moneys be deposited in escrow accounts pursuant to certain Escrow Agreements (together, the "Escrow Agreement"), each dated as of May 1, 1993, between the City and the Escrow Agent (as defined in the respective Escrow Agreement), the proposed forms of which have been presented to this City Council; and WHEREAS, this City Council deems it necessary and proper that proposals be invited for the purchase of not to exceed $140,000,000 aggregate principal amount of refunding and/or new money Bonds, and that the Bonds be sold in the manner described below; WHEREAS, the City has determined that it is in the best public interest of the City and the citizens of the City to approve certain documents mentioned above 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 X~ Pursuant to the Act, the city hereby finds and determines that 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 its members within the contemplation of Section 6586 of the Act. SECTION 2~ That the Installment Purchase Agreement and the Escrow 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 L~I \1080\4623.6 2 94601.18 be executed in the forms hereby approved, with such additions thereto and changes therein as are approved in accordance with Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3~ That this City Council hereby approves the issuance of the Bonds by the Authority in accordance with the terms and provisions of the Indenture (as executed and delivered). The Public Utilities General Manager or the Public Utilities Financial Services Manager of the City (the "Manager") shall accept the bid of the highest responsible bidder or bidders or reject all bids in accordance with any notice inviting bids with respect to the Bonds. SECTION 4. Sealed proposals for the purchase of the Bonds shall be received by the Manager at the date, time and place provided for in a Notice Inviting Bids for the Bonds or at such other dates and times as shall be determined by the Manager. SECTION $. The Manager is hereby authorized to approve one or more Notices Inviting Bids for the Bonds (such approval to be conclusively evidenced by the distribution thereof). The Manager is hereby authorized to sell the refunding portion of the Bonds on the same date as the new money portion of the Bonds, or on such other date as the Manager shall determine. The city Clerk is hereby authorized and directed to cause the Notice(s) Inviting Bids for the Bonds to be distributed to prospective bidders for the Bonds upon their request. SECTION 6. The Manager is hereby authorized to approve one or more Notices of Intention to Sell Bonds (such approval to be conclusively evidenced by the distribution thereof). The city Clerk is hereby authorized and directed to cause one or more Notice(s) of Intention to Sell Bonds to be distributed to prospective bidders for the Bonds upon their request. The city's distribution of the Notice(s) of Intention to Sell Bonds shall constitute the City's notice of a public sale and the City shall not be required to provide notice pursuant to Section 53692 of the California Government Code. BECTION 7. The Manager may withdraw or modify the Notice(s) Inviting Bids for the Bonds and the Notice(s) of Intention to Sell Bonds, or either, at any time by notice published via Munifacts wire or other means determined by the Manager to be reasonably calculated to reach potential bidders for the Bonds. If the Manager should withdraw the Notice(s) Inviting Bids for the Bonds or the Notice(s) of Intention to Sell Bonds at any time before the Bonds are awarded, and should at a later date determine that it is desirable to receive bids for the Bonds, then the city Clerk is hereby authorized to redistribute the Notice(s) Inviting Bids for the Bonds and the Notice(s) of Intention to Sell Bonds with such modifications or revisions as are approved by the Manager. LA01 \1080\4623.6 3 ~601.18 SECTION S. The Manager is hereby authorized to approve one or more Preliminary official Statements relating to the Bon~s (such approval to be conclusively evidenced by the delivery thereof) (the "Preliminary Official Statement") and the City Council hereby approves the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds. The Manager is authorized to deem the Preliminary Official Statement to be final within the meaning of Securities and Exchange Commission Rule 15c2-12 subject to the completion of those items permitted by said Rule. The Manager is hereby authorized to approve one or more Official Statements relating to the Bonds (such approval to be conclusively evidenced by the execution and delivery thereof) (the "Official Statement"), and the City Council hereby approves the use of the Official Statement by the successful bidder in connection with the offering and sale of the Bonds, and the City Council hereby further approves the use by the successful bidder of any supplement or amendment to the final Official Statement which is necessary so that the final Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein not misleading. SECTION 9. The City Clerk and the Manager are authorized to cause to be furnished to prospective bidders for the Bonds, upon their request, a reasonable number of copies of the Notice(s) Inviting Bids for the Bonds and the Preliminary Official Statement. SECTION 10~ The agreements approved in Section 2 of this Resolution shall, when executed and delivered pursuant to Section 2 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 Manager. The Manager is hereby authorized to determine, in connection with the execution and delivery of the agreements approved in Section 2 hereof, the following with respect to the Bonds: (a) the aggregate principal amount of the Bonds, which shall not exceed $140,000,000; (b) the final Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than December 31, 2023; (c) the outstanding Certificates of the City to be refunded by the Bonds; (d) the maximum rate of interest which may be paid on the Bonds, which shall not exceed 9.00%; and LA01 \1080V+6~3.6 4 9/+601.18 (e) the amount of any equity contribution to be provided by the City in connection with the financing of the Facilities, which shall not exceed $2,000,000; and (f) if the Manager shall decide to obtain municipal bond insurance with respect to the financing, the premium for such insurance, which shall not exceed 0.40% of the payments insured. SECTION X~: The Purchase Payments and all other payments with respect to Qualified Obligations (as defined in the Installment Purchase Agreement) shall be secured by a pledge, charge and lien upon the Surplus Revenues in the Qualified Obligations Account (as defined in the Installment Purchase Agreement) and shall be paid from Surplus Revenues in the Qualified Obligations Account unless otherwise paid from other sources of legally available funds. Purchase Payments and all other payments with respect to Qualified Obligations shall be equally secured by the Surplus Revenues in the Qualified Obligations Account without priority for number or date. The Surplus Revenues in the Qualified Obligations Account shall be held in trust by the Treasurer of the City for the payment of the Purchase Payments and any other Qualified Obligations. SECTION XZ~ The Mayor, the City Manager, the Public Utilities General Manager and the Financial Services Manager of the Public Utilities Department, the City Clerk, City Attorney and City Treasurer and the other officers and officials of the City are hereby authorized and directed, jointly and severally, for and in the name of the City, to do any and all things and to take all actions, including execution and delivery of any and all assignments, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary and advisable in order to consummate the lawful issuance and sale of the Bonds, the refunding of the Certificates and the consummation of the transactions contemplated by the Installment Purchase Agreement, the Escrow Agreement and this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. 8E~IO~ ~$~ This City Council hereby finds and determines that the transfer of title to a portion of the Projects to the Authority is in the best interests of the City, and hereby agrees to transfer such title to the Authority. SE~IO~ ~4~ Resolution No. 92R-219 of the City adopted October 20, 1992 is hereby rescinded and shall be of no further effect. SE~IO~ XS~ This Resolution shall take effect from and after its date of adoption. LA01 \1080\~.6Z$.6 5 9~01.18 PASSED AND ADOPTED this 4th day of May, 1993, by the following vote: AYES: Feldhaus, Hunter, Pickler, Simpson, Daly NOES: None ABSENT: None ~ May %~ ATTEST: City Clerk L.%01 \1080\Z~6~'3.6 6 9~601.18 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. 93R- 69 was introduced and adopted at a regular of the City Council of the City of Anaheim duly called, noticed and held on the 4th day of May, 1993, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 93R-69 on the 5th day of May, 1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 5th day of May, 1993. 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 Resolution No. 93R-69 duly passed and adopted by the Anaheim City Council on May 4 , 1993. CITY CLERK LA01 \1080\4623.6 94601.18