2002-038CITY OF ANAHEIM RESOLUTION NO. 2002R- 38
(2002-B BONDS)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA (I) APPROVING THE ISSUANCE OF
NOT TO EXCEED $90,000,000 AGGREGATE PRINCIPAL
AMOUNT OF REVENUE REFUNDING BONDS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY; (II) APPROVING
THE FORMS OF AND AUTHORIZING THE EXECUTION OF AN
INSTALLMENT PURCHASE AGREEMENT, AN INDENTURE OF
TRUST, ESCROW AGREEMENTS, A CONTINUING
DISCLOSURE AGREEMENT, A PURCHASE CONTRACT AND
OTHER RELATED DOCUMENTS; (III) APPROVING THE
DELIVERY OF AN OFFICIAL STATEMENT; AND (IV)
APPROVING CERTAIN ACTIONS 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 (the "Joint Exercise of
Powers Agreement") establishing the Anaheim Public Financing Authority (the "Authority");
and
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Bond Law") and the Joint Exercise of Powers
Agreement, the Authority is authorized to borrow money for the purpose of assisting the City in
the financing and refinancing of costs related to public capital improvements of the City; and
WHEREAS, it has been proposed that the Authority assist the City in the refinancing of
the acquisition of an interest in a coal-fueled electric generation unit known as Unit 4 of the San
Juan Generating Station and the acquisition of certain nuclear fuel supplies (the "Facilities"); and
WHEREAS, it has been proposed that the Authority sell the Facilities to the City and the
City purchase such Facilities from the Authority pursuant to an Installment Purchase Agreement
(the "Installment Purchase Agreement"), by and between the City and the Authority, the
proposed form of which has been presented to this City Council, pursuant to which the City will
agree to make certain installment purchase payments (the "2002-B 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 an
Indenture of Trust (the "Indenture"), by and among the Authority, the City and BNY Western
Trust Company, as trustee (the "Trustee"), the proposed form of which has been presented to this
City Council, the issuance of the Authority's revenue refunding bonds (the "2002-B Bonds") in
the aggregate principal amount of not to exceed $90,000,000 under the provisions of the Bond
Law, for the purpose of raising funds necessary to provide such financial assistance to the City;
and
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WHEREAS, it has been proposed that a portion of the proceeds received from the sale of
the 2002-B Bonds and certain other moneys be deposited in an escrow fund created pursuant to
an Escrow Agreement (the "1993 Escrow Agreement") among the Authority, the City and BNY
Western Trust Company, as escrow agent (the "Escrow Agent"), the proposed form of which has
been presented to this City Council, to provide for the defeasance of certain Authority revenue
bonds issued in connection with the Facilities; and
WHEREAS, it has been proposed that a portion of the proceeds received from the sale of
the 2002-B Bonds and certain other moneys be deposited in an escrow fund created pursuant to
an Escrow Agreement to which the City will be a party (the "ERANs Escrow Agreement") along
with the Escrow Agent, the proposed form of which has been presented to this City Council, to
provide for the retirement of certain City Electric Revenue Anticipation Notes issued in
connection with the Facilities; and
WHEREAS, it has been proposed that the City enter into a Purchase Contract (the
"Purchase Contract") with Salomon Smith Barney and UBS PaineWebber Inc., as underwriters
(the "Underwriters"), the proposed form of which has been presented to this City Council,
providing for the purchase by negotiated sale of the 2002-B Bonds by the Underwriters; and
WHEREAS, the City has determined that it is in the best public interest of the City to
approve the above documents and authorize and approve the transactions contemplated thereby;
NOW, THEREFORE, the City Council of the City of Anaheim, Califomia does hereby
resolve, determine and order as follows:
SECTION 1: The City Council hereby approves the issuance of the 2002-B Bonds by
the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of
the 2002-B Bonds shall not exceed $90,000,000. The 2002-B Bonds shall be issued pursuant to
the Indenture. The City Council hereby approves the Indenture in the form thereof on file with
the City Clerk, together with such additions thereto and changes therein as are approved in
accordance with Section 8 hereof, such approval to be conclusively evidenced by the execution
and delivery thereof.
The Mayor, the City Manager, the City Treasurer, the Public Utilities General Manager
and the Public Utilities Assistant General Manager-Finance and Administration, and their
respective designees (each, an "Authorized Officer"), are each hereby authorized to execute, and
thc City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the
Indenture, for and in the name and on behalf of the City. The City Council hereby authorizes the
delivery and performance of the Indenture.
The City Council hereby approves the issuance of the 2002-B Bonds in accordance with
the terms and provisions of the Indenture (as executed and delivered).
SECTION 2: The City Council hereby approves the Installment Purchase Agreement in
the form thereof on file with the City Clerk, together with such additions thereto and changes
therein as are approved in accordance with Section 8 hereof, such approval to be conclusively
evidenced by the execution and delivery thereof. The Authorized Officers are each hereby
authorized to execute, and the City Clerk is hereby authorized to attest and affix the seal of the
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City to, the final form of the Installment Purchase Agreement, for and in the name and on behalf
of the City. The City Council hereby authorizes the delivery and performance of the Installment
Purchase Agreement.
In order to facilitate the payment of the 2002-B Purchase Payments by the City pursuant
to the Installment Purchase Agreement after the Crossover Date (as defined in the Installment
Purchase Agreement), the City Treasurer is hereby authorized and directed to create, establish
and maintain, or cause to be maintained, so long as any 2002-B Purchase Payments remain
unpaid, the following funds in the Treasury of the City:
(i) Generation System Revenue Fund;
(ii) Generation System O & M Fund;
(iii) Generation System Debt Service Fund;
(iv) Generation System Reserve Fund;
(v) Generation System Provider Fund;
(vi) Generation System Rebate Fund; and
(vii) Generation System Surplus Revenue Fund;
which funds shall be separate and apart from all other funds and moneys held by the City.
Moneys shall be deposited into and used and applied from such funds solely in accordance with
the provisions of the Installment Purchase Agreement.
SECTION 3: The City Council hereby approves the 1993 Escrow Agreement in the
form on file with the City Clerk, together with such additions thereto and changes therein as are
approved by Section 8 hereof, such approval to be conclusively evidenced by the execution and
delivery thereof. The Authorized Officers are each hereby authorized to execute, and the City
Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the 1993
Escrow Agreement, for and in the name and on behalf of the City. The City Council hereby
authorizes the delivery and performance of the Escrow Agreement.
SECTION 4: The City Council hereby approves the ERANs Escrow Agreement in the
form on file with the City Clerk, together with such additions thereto and changes therein as are
approved by Section 8 hereof, such approval to be conclusively evidenced by the execution and
delivery thereof. The Authorized Officers are each hereby authorized to execute, and the City
Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the ERANs
Escrow Agreement, for and in the name and on behalf of the City. The City Council hereby
authorizes the delivery and performance of the Escrow Agreement.
SECTION 5: The City Council hereby approves the Continuing Disclosure Agreement
in the form on file with the City Clerk, together with such additions thereto and changes therein
as are approved by Section 8 hereof, such approval to be conclusively evidenced by the
execution and delivery thereof. The Authorized Officers are each hereby authorized to execute,
and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of
the Continuing Disclosure Agreement, for and in the name and on behalf of the City. The City
Council hereby authorizes the delivery and performance of the Continuing Disclosure
Agreement.
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SECTION 6: The City Council hereby approves the Purchase Contract in the form
thereof on file with the City Clerk, together with such additions thereto and changes therein as
are approved by Section 8 hereof, such approval to be conclusively evidenced by the execution
and delivery thereof. The Authorized Officers are each hereby authorized to evidence such
approval by execution of the final form of the Purchase Contract, for and in the name and on
behalf of the City. The City Council hereby authorizes the delivery of the Purchase Contract.
SECTION 7: The City Council hereby approves the Preliminary Official Statement
relating to the 2002-B Bonds (the "Preliminary Official Statement") in the form thereof on file
with the City Clerk, with such additions thereto and changes therein as are approved by any
authorized Officer, upon consultation with the City Attorney, Fulbright & Jaworski L.L.P., Bond
Counsel, and Orrick, Herrington & Sutcliffe LLP, Disclosure Counsel. Each of the Authorized
Officers is hereby authorized to execute and deliver a certificate deeming the Preliminary
Official Statement final for purposes of SEC Rule 15c2-12. Upon the pricing of the 2002-B
Bonds, each of the Authorized Officers is hereby authorized to prepare and execute a final
Official Statement (the "Official Statement"), substantially in the form of the Preliminary
Official Statement, with such additions thereto and changes therein as approved by any
Authorized Officer, upon consultation with the City Attorney, Fulbright & Jaworski L.L.P.,
Bond Counsel, and Orrick, Herrington & Sutcliffe LLP, Disclosure Counsel. The City Council
hereby authorizes the distribution of the Preliminary Official Statement and the Official
Statement by the Underwriters in connection with the offering and sale of the 2002-B Bonds.
SECTION 8: The agreements approved in Sections 1, 2, 3, 4, 5 and 6 of this Resolution
shall, when executed and delivered pursuant to said sections, contain such additions and changes
(including additions and changes necessary to satisfy the requirements of any provider of a
municipal bond insurance policy relating to the 2002-B Bonds) as shall have been approved by
the Authorized Officers. Each Authorized Officer is hereby authorized to determine, in
connection with the execution and delivery of the agreements approved in Sections 1, 2, 3, 4, 5
and 6 hereof, the following with respect to the 2002-B Bonds:
(a) the aggregate principal amount of the 2002-B Bonds, which shall not
exceed $90,000,000;
(b) the final 2002-B Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2037;
(c) the outstanding obligations of the City and the Authority to be de£eased by
the 2002-B Bonds;
(d) the yield on the 2002-B Bonds, which shall not exceed 5.75%;
(e) the Underwriters' discount on the 2002-B Bonds, which shall not exceed
0.75% of the principal amount thereof; and
(f) the premium for any municipal bond insurance with respect to the 2002-B
Bonds, which shall not exceed 1.0% of the 2002-B Bond payments insured.
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SECTION 9: Prior to the Crossover Date (as defined in the Installment Purchase
Agreement), the 2002-B 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. 2002-
B 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 City Treasurer for the payment of the 2002-B Purchase Payments and any other
Qualified Obligations. From and after the Crossover Date, the 2002-B Purchase Payments and
any other Generation System Parity Obligations (as defined in the Installment Purchase
Agreement) shall be equally secured by the Generation System Net Revenues (as defined in the
Installment Purchase Agreement) and shall be paid from the Generation System Net Revenues
unless otherwise paid from other sources of legally available funds. From and after the
Crossover Date, the Generation System Net Revenues shall be held in trust by the Treasurer of
the City for the payment of the 2002-B Purchase Payments and any other Generation System
Parity Obligations.
SECTION 10: The Mayor, the City Manager, the Public Utilities General Manager and
the Public Utilities Assistant General Manager-Finance and Administration, the City Treasurer,
the City Attorney and the City Clerk of the City and the other officers, employees and agents 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, certificates, requisitions, agreements, notices, consents, instruments of conveyance,
warrants and other documents which they, or any of them, may deem necessary or advisable in
order to consummate the lawful issuance and sale of the 2002-B Bonds, to arrange for the
insuring of all or any portion of the 2002-B Bonds, to effect the defeasance of obligations of the
City and the Authority to be defeased by the 2002-B Bonds and to select a verification agent in
connection with such defeasance, and to consummate the transactions contemplated by the
Indenture, the Installment Purchase Agreement, the 1993 Escrow Agreement, the ERANs
Escrow Agreement, the Continuing Disclosure Agreement, the Purchase Contract and this
Resolution, and such actions previously taken by such officers, employees and agents are hereby
ratified and confirmed.
SECTION 11: This City Council hereby finds and determines that the transfer of title to
Facilities to the Authority under the terms of the Installment Purchase Agreement is in the best
interests of the City, and hereby agrees to transfer such title to the Authority.
SECTION 12: This Resolution shall take effect from and after its date of adoption.
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AYES: Feldhaus,
NOES: None
ABSENT: None
[SEAL]
ATTEST:
PASSED AND ADOPTED this 12th day of February, 2002, by the following vote:
Tait, Kring, McCracken, Daly
Mayor
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STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF ANAHEIM )
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the
foregoing Resolution No. 2002R- 38 was introduced and adopted at a regular meeting of the
City Council of the City of Anaheim duly called, noticed and held on the 12 th day of February,
2002, by the following vote of the members thereof:
AYES:
COUNCIL MEMBERS: LFeldhaus, Tait, Kring, McCracken, 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.
2002R- 38 on the 12th day of February, 2002.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 12th day of February, 2002.
(SEAL)
CITY CLERK DF THE CITY OF ANAHEIM
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing
is the original Resolution No. 2002R- 38 duly passed and adopted by the Anaheim City
Council on February 12, 2002.
CITY CLERK
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