APIC1993-2RESOLUTION NO. APIC 93- 2
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
APPROVING (I) A FIRST SUPPLEMENTAL TRUST
AGREEMENT (UTILITIES BUILDING); (II) A FIRST
SUPPLEMENTAL TRUST AGREEMENT (COMBUSTION
TURBINE) AND (III) CERTAIN ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the Anaheim Public improvement Corporation {the
"Corporation") is a nonprofit public benefit co~_~oration 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 pubic improvements; and
WHEREAS, the Corporation has previously executed and
delivered a Trust Agreement, dated as of November 1, 1990, among
the City, the Corporation and Bankers Trust Company of California,
National Association, as Trustee (the "Utilities Building Trustee")
(the "Utilities Building Trust Agreement") with respect to the
execution and delivery of $41,605,000 aggregate principal amount of
the City's Electric System Certificates of Participation (Public
Utilities Building) (the "Utilities Building Certificates"); and
WHEREAS, in order to provide that moneys ~.y be released
from the Reserve Account for the Utilities Building Certificates in
the event of a reduction in the Reserve Reqdirement for the
Utilities Building Certificates as a result of a refunding cr
otherwise, an amendment to the Utilities Building Trust Agree~nent
is desirable and in the best interests of the parties to the
Utilities-Building Trust Agreement; and
WHEREAS, Section 8.02 of the Utilities Buildin9 Trust
Agreement provides that the Utilities Building Trust Agreement may
be amended in specified circumstances by a supplemental t~dst
agreement, entered into among the Utilities Building Trustee, the
City and the Corporation; and
WHEREAS, the City, the Corporation and the Utilities
Building Trustee desire to execute and deliver the First
Supplemental Trust Agreement, dated as of May 1, 1993, among the
City, the Corporation and the Utilities Building Trustee (the
"First Supplemental Trust Agreement (Utilities Building)") the
proposed form of which has been presented to this Board of
Directors, to accomplish such amendment to the Utilities Building
Trust Agreement; and
WHEREAS, the Corporation has previously ex~cuted and
delivered a Trust Agreement, dated as of September 15, 1989, among
the City, the Corporation and The Bank of New York Trust Company of
California, as T~stee (the "Combustion Turbine Trustee'~) (the
LA01 \6169\6071.2 94601.'18
,,Combustion Turbine Trust Agreement") with respect to the execution
and delivery of $44,336,145.10 aggregate initial principal amount
of the City's Electric System Certificates of Participation
(Combustion Turbine Peaking Plant) (the "Combustion Turbine
Certificates"); and
WHEREAS, in order to provide that moneys may be released
from the Reserve Account for the Combustion Turbine Certificates in
the event of a reduction in the Reserve Requirement for the
Combustion Turbine Certificates as a result of a refunding or
otherwise, an amendment to the Combustion Turbine Trust Agreement
is desirable and in the best interests of the parties to the
Combustion Turbine Trust Agreement; and
WHEREAS, Section 8.02 of the Combustion Turbine Trust
Agreement provides that the Combustion Turbine Trust Agreement may
be amended in specified circumstances by a supplemental trust
agreement, entered into among the City, the Corporation and the
Combustion Turbine Trustee; and
WHEREAS, the City, the Corporation and the Combustion
Turbine Trustee desire to execute and deliver the First
Supplemental Trust Agreement, dated as of May 1, 1993, among the
City, the Corporation and the Combustion Turbine Trustee (the
"First Supplemental Trust Agreement (Combustion Turbine)") the
proposed form of which has been presented to this Board of
Directors, to accomplish such amendment to the Combustion Turbine
Trust Agreement; and
WHEREAS, the City has determined that it is in the best
interest of the City and the citizens of the City to approve
certain of the above documents and authorize and approve certain of
the transactions contemplated thereby.
NOW, THEREFORE, the Board of Directors of the Anaheim
Public Improvement Corporation, does hereby resolve, determine and
order as follows:
SECTION 1: That the First Supplemental Trust Agreement
(Utilities Building) and the First Supplemental Trust Agreement
(Combustion Turbine) presented to this Board of Directors are
hereby approved. The President, the Vice President, the Treasurer
and the Secretary are authorized and directed for and in the name
of the Corporation to execute and deliver said agreements. The
agreements shall be executed in the forms hereby approved by the
Public Utilities General Manager (or, in the absence of the Public
Utilities General Manger, the Public Utilities Financial Services
Manager), such approval to be conclusively evidenced by the
execution and delivery thereof. ~
SECTION 2: The President, the Vice President, the
Treasurer and the Secretary of the Corporation and the other
LA01 \6169\6071.2 2 94601.18
officers and officials of the Corporation 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 First Supplemental Trust Agreement (Utilities
Building), the First Supplemental Trust Agreement (Combustion
Turbine) and this Resolution, and such actions previously taken by
such officers are hereby ratified and confirmed.
SECTION 3: Resolution No. APIC 92-4 of the
Corporation adopted October 20, 1992 is hereby rescinded and shall
be of no further effect.
SECTION 4: This Resolution shall take effect from and
after its date of adoption.
PASSED AND ADOPTED this 18th
following vote:
day of May, 1993, by the
AYES: Hunter, Pickler, Simpson, Daly
NOES: None
ABSENT: Feldhaus
ATTEST:
SECRETARY
LA01 \6169\6071.2 3
94601
STATE OF CALIFORNIA )
COUNTY OF OFCANGE ) ss.
CITY OF ANAHEIM )
I, LEONOP~A N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do
hereby certify that the foregoing Resolution No. APIC93-2 was introduced and
adopted at a regular meeting provided by law of the Anaheim Public Improvement
Corporation held on the 18th day of May, 1993, by the following vote of the
members thereof:
AYES:
NOES:
BOARD MEMBERS: Hunter, Pickler, Simpson, Daly
BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: Feldhaus
AND I FURTHER certify that the President of the Anaheim Public Improvement
Corporaiton signed said Resolution No. APIC93-2 on the 19th day of May, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Anaheim Public Improvement Corporation this 19th day of May, 1993.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT
CORPORATION
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do
hereby certify that the foregoing is the original of Resolution No. APIC93-2duly
passed and adopted by the Anaheim Public Improvement Corporation on
May 18, 1993.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT
CORPORATION