APIC1992-4RESOLUTION NO. APIC92-4
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC IMPROVEMENT CORPORATION, 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, INSTALLMENT PURCHASE AGREEMENT AND
ASSIGNMENT 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 Board of Directors,
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 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"), the
proposed form of which has been presented to this Board of
Directors; 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 Board of
Directors, 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
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represent direct and proportionate interests in the Principal
Components and Interest Components of the Purchase Payments; and
WHEREAS, there has been presented to this Board of
Directors 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.
NOW, THEREFORE, the Board of Directors of the Anaheim
Public Improvement Corporation, does hereby resolve, determine and
order as follows:
SECTION l: That the Trust Agreement, the Installment
Purchase Agreement and the Assignment Agreement 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, 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 Board of Directors 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).
SECTIO~ 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; and
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(c) 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 President, the Vice President, the
Treasurer and the Secretary of the Corporation and the other
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 Trust Agreement, the Installment Purchase
Agreement, the Assignment Agreement and this Resolution, and such
actions previously taken by such officers are hereby ratified and
confirmed.
SECTION 6: 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:
NOES: None
ABSENT: None
Simpson, Ehrle, Pickler. Daly and Hunter
[ SEAL ]
ATTEST:
CI~ CLERK OF THE CI~ OF
~AHEIM
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CLERK
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF ANAHEIM )
SS.
I,Leonora N. Sohl , City Clerk of the City of Anaheim, do
hereby certify that the foregoing Resolution No. APIC92-4 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
October , 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. APiC92-4on 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 21st day of October , 1992.
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. APIC92-4
duly passed and adopted by the Anaheim City Council on October 20,
1992.
CLERK
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