92-184 RESOLUTION NO. 92R-184
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF ANAHEIM APPROVING AN
AMENDED AND RESTATED SUBLEASE WITH
MUNICIPAL WATER DISTRICT OF ORANGE
COUNTY RELATING TO THE ALLEN-
MCCOLLOCH PIPELINE AND AUTHORIZING
USE OF INFORMATION IN AN OFFICIAL
STATEMENT
WHEREAS, the City of Anaheim (the "City") and
participating water districts and cities (the "Participants")
entered into an Agreement dated January 13, 1978 entitled
"Agreement for Construction, Operation and Maintenance of
Pipeline and to Enter into Subleases Concerning the Diemer
Filtration Plant/Santiago Aqueduct Intertie" and certain
amendments thereto and associated agreements hereinafter
collectively referred to as the "Diemer Agreements," pursuant to
which the Participants, the Municipal Water District of Orange
County ("MWDOC") and the Municipal Water District of Orange
County Water Facilities Corporation (the "Corporation") caused to
be constructed and currently operate and maintain the Allen-
McColloch Pipeline (then known as the "Diemer Intertie"),
hereinafter referred to as the "AMP" or the "Project"; and,
WHEREAS, the Corporation was formed by a group of
public-spirited citizens for the purpose of constructing public
improvements for the benefit of the Participants, and upon the
completion thereof, to lease those improvement to MWDOC and to
provide water capacity to the City and the other Participants;
and
WHEREAS, MWDOC and the Corporation entered into that
certain Municipal Water District of Orange County Water
Facilities Corporation Master Lease dated as of March 1, 1979 for
the construction of the AMP; and
WHEREAS, concurrently therewith, the City and the other
Participants each entered into those certain Diemet Intertie
Subleases, each dated as of March 1, 1979 (the "Original
Sublease"), pursuant to which the Participants leased capacity in
the AMP from MWDOC; and
WHEREAS, the Corporation, MWDOC, the City and the other
Participants have entered into an agreement dated as of June 7,
1989 entitled "Fifth ~mendment to Agreement for Construction,
Operation and Maintenance of Pipeline And To Enter Into sublease
Concerning the Diemer Filtration Plant/Santiago Aqueduct Intertie
(AMP Flow Augmentation Project)" (the "Fifth Amendment"), whereby
the Participants agreed to reallocate capacities in the AMP and
allocate the additional capacity to be created by the AMP Flow
Augmentation Project constructed in 1989; and
WHEREAS, the Corporation, MWDOC, the City and the other
Participants now desire to refinance the original construction
costs of the AMP by defeasing and refunding the prior Bonds by
the issuance of Refunding Certificates of Participation (the
"Refunding Certificates of Participation") pursuant to that
certain Trust Agreement dated as of July 15, 1992 between the
Corporation, MWDOC and the trustee bank appointed by said Trust
Agreement; and
WHEREAS, in connection with the sale of the Refunding
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Certificates of Participation, a form of Preliminary Official
Statement relating thereto has been prepared and has been
presented at this meeting, which includes information relating to
the city; and
WHEREAS, concurrently herewith, the Corporation and
MWDOC have entered into that certain Amended and Restated Allen-
McColloch Pipeline Master Lease dated as of July 15, 1992, (the
"Amended Master Lease"), to provide for the lease of the AMP by
the Corporation to MWDOC and the payment by MWDOC of Base Rental
Payments (as defined in the Amended Master Lease) sufficient in
timing and amount to pay the principal and interest components in
respect of the Refunding Certificates of Participation; and
WHEREAS, pursuant to the Amended Master Leas~, MWDOC
will lease the Project from the Corporation and'will sublease and
provide capacity in,the Project to the City pursuant to the
Amended and Restated Sublease dated as of July 15, 1992 )"Amended
Sublease"), presented at this meeting, and to the other
Participants pursuant to subleases substantially in the form of
the Amended Sublease to be entered into by each PARTICIPANT in
return for Base Rent payments to be made by each PARTICIPANT in
accordance with the provisions thereof; and
WHEREAS, the Amended Sublease shall wholly amend and
supersede the Original Sublease between the city and MWDOC, and
from and after the Commencement Date (as defined in the Amended
Sublease) the capacity rights of the city in the AMP shall be
governed solely by the Diemet Agreements and the Fifth Amendment,
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as supplemented or modified from time to time, and the payment
obligations of the City as to the AMP and the Refunding
Certificates of Participation shall be as provided in the Amended
Sublease; and
WHEREAS, all acts, conditions and things required by
law to exist, to have happened and to have been performed
precedent to and in connection with the execution and entering
into of the Amended Sublease do exist, have happened and have
been performed in regular and due time, form and manner as
required by law, and the City is duly authorized upon adoption of
this Resolution by the City Council to execute and enter into the
Amended Sublease;
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Anaheim as follows:
1. The proposed form of the Amended Sublease referred
to in the recitals hereof presented at this meeting is hereby
approved. The Mayor is hereby authorized and directed, for and
in the name of the City, to execute the Amended Sublease with
MWDOC, and the City Clerk is authorized and directed to attest to
said Amended Sublease. Said Amended Sublease shall be executed
in substantially the form hereby approved, but with such
additions to said Amended Sublease and changes therein as are
approved by the City Manager or his designee, such approval to be
conclusively evidenced by the execution and delivery thereof.
2. The proposed text of that section pertaining to
the city of the Preliminary official Statement relating to the
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Refunding Certificates of Participation, presented at this
meeting, is hereby approved, and the city Council hereby
authorizes and ratifies the use of said information regarding the
City in the Preliminary and final Official Statements relating to
the Refunding Certificates of Participation. The City Council
hereby authorizes and directs the General Manager and staff of
the Public Utilities Department to provide updated information
regarding the City to MWDOC and its designated consultants and
representatives for the underwriting period required by
applicable law and, thereafter, upon request of MWDOC.
4. The officers of the City including, but not
limited to the Mayor and City Clerk and the General Manager of
the Public Utilities Department and the City Treasurer of the
City are hereby authorized and directed, jointly and severally,
to do any and all things and to execute and deliver any and all
documents and certificates (including, but not limited to, a
Certificate with regard to the final official Statement relating
to the Certificates of Participation, which certificate shall be
signed by the Mayor or Mayor Pro Tem on behalf of the City) which
are necessary or advisable in order to consummate the issuance,
sale and delivery of the Refunding Certificates of Participation,
and otherwise to effectuate the purposes of this Resolution.
Such actions previously taken by such officers in connection with
the issuance of the Refunding Certificates of Participation, and
otherwise, with respect to the matters referred to herein, are
hereby ratified, confirmed and accepted by the city Council. If
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the Mayor is unavailable to sign any document, certificate or
agreement referred to herein, the Mayor Pro Tem and any other
member of the city Council are hereby delegated authority to sign
such documents or agreements.
THE FOREGOING RESOLUTION is approved and adopted by the
City Council of the city of Anaheim this 25th day of
August, 1992.
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
CITY CLERK OF- TN.E CITY OF ANAHEIM
EME:eme
080592
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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. 92R-184
was Introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 25th
day of August, 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. 92R-184 on the 26th -,,m~'
day of August, 1992.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 26th
day of August, 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 of
Resolution No. 92R-184 duly passed and adopted by the City Council of the City of Anaheim on August 25, 1992.
CITY CLERK OF THE CITY OF ANAHEIM