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APIC1989-6RESOLUTION NO. APIC89-6 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION, 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, ASSIGNMENT AGREEMENT AND PURCHASE CONTRACT 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, construction and installation of a natural gas-fired combustion turbine peaking plant 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 September 15, 1989, 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 September 15, 1989, 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 September 15, 1989, 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 $46,000,000 (the "Certificates"), which Certificates evidence and represent direct and proportionate interests in the Principal Components and Interest Components of the Purchase Payments; and WHEREAS, it has been proposed that Dean Witter Reynolds Inc., The First Boston Corporation and others (the "Underwriters") purchase the Certificates pursuant to a Certificate Purchase Agreement among the Underwriters, the City and the Corporation (the "Purchase Contract"), the proposed form of which has been presented to this Board of Directors; 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: ~~ That the Trust Agreement, the Installment Purchase Agreement, the Assignment Agreement and the Purchase Contract 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. ~: 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). BBCTION 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). ~~ 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 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; 2 (b) the final Purchase Payment under the Installment Purchase Agreement shall be due and payable not later than December 31, 2011; (c) the underwriters' discount (excluding any original issue discount) under the Purchase Contract shall not exceed 1.8% of the aggregate principal amount of the Certificates; (d) the interest cost with respect to the Certificates shall not exceed 7.5%; 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. SECTION $: 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, the Purchase Contract and this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION $: This Resolution shall take effect ~..~, and after its date of adoption. PASSED AND ADOPTED this 26th day of September 1989, by the following vote: AYES: Daly, Ehrle, Pickler, Kaywood and Hunter NOES: None ABSENT: None [SEAL] ATTEST: 3 CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing Resolution No. APIC89-6 was introduced and adopted at a regular meeting provided by law, of the Board of Directors of the Anaheim Public Improvement Corporation held on the 26th day of September, 1989, by the following vote of the members thereof: AYES: BOARD MEMBERS: Daly, Ehrle, Pickler, Kaywood and Hunter NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the President of the Board of Directors signed said Resolution No. APIC89-6 on the 27th day of September, 1989. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 27th day of September, 1989. 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. APIC89-6 duly passed and adopted by the Anaheim Public Improvement Corporation on September 26, 1989. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION 2154C