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94-002 CITY OF AN~HEIM RESOLUTION NO. 94R- 2 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA (I) APPROVING AN INSTALLMENT PURCHASE AGREEMENT AND AN INDENTURE OF TRUST; (II) AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; AND (III) AUTHORIZING 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 establishing the Anaheim Public Financing Authority (the "Authority") for the purpose, among others, of issuing the Authority's bonds to be used to provide financial assistance to the City; and WHEREAS, it has been proposed that the Authority assist the city in the financing of the replacement, construction and/or reconstruction of the City's Lenain Filtration Plant and related facilities including additions and improvements thereto (the "Facilities"); and WHEREAS, it has been proposed that the Authority acquire the Facilities and that the city purchase the Facilities from the Authority pursuant to an Installment Purchase Agreement, dated as of January 1, 1994, by and between the City and the Authority (the "Installment Purchase Agreement"), the proposed form of which has been presented to this City Council, pursuant to which the City will agree to make purchase payments (the "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 the Indenture of Trust, dated as of January 1, 1994 (the "Indenture"), the proposed form of which has been presented to this City Council, for the purpose of raising funds necessary to provide such financial assistance to the City, the issuance of its revenue bonds (the "Bonds") in the aggregate principal amount of not to exceed $20,000,000, under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"); and WHEREAS, the City has determined that it is in the best public interest of the City and the citizens of the City to approve certain documents mentioned above and authorize and approve the transactions contemplated thereby; and LA01 \6169\11652.4 94601.21 NOW, THEREFORE, the City Council of the City of Anaheim, California, does hereby resolve, determine and order as follows: SECTION 1: Pursuant to the Act, the City hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to its members within the contemplation of Section 6586 of the Act. SECTION 2: That the Installment Purchase Agreement and the Indenture presented to this City Council are hereby approved. The Mayor, the City Manager, the City Treasurer and the City Clerk are authorized and directed for and in the name of the City to execute and deliver said Installment Purchase Agreement. The Installment Purchase Agreement and the Indenture shall be executed in the form hereby approve~; with such additions thereto and changes therein as are approved in accordance with Section 5 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3: That this City Council hereby approves the issuance of the Bonds by the Authority in accordance with the terms and provisions of the Indenture (as executed and delivered). The Public Utilities General Manager or the Public Utilities Financial Services Manager of the City (the "Manager") shall accept the bid of the highest responsible bidder or bidders or reject all bids in accordance with any notice inviting bids with respect to the Bonds. SECTION 4. The Manager is hereby authorized to approve an Official Statement relating to the Bonds (such approval to be conclusively evidenced by the execution and delivery thereof) (the "Official Statement"), and the City Council hereby approves the use of the Official Statement by the successful bidder in connection with the offering and sale of the Bonds, and the City Council hereby further approves the use by the successful bidder of any supplement or amendment to the final Official Statement which is necessary so that the final Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein not misleading. The Mayor, the City Manager and the Public Utilities General Manager are each hereby authorized to execute a final form of the Official Statement. SECTION 5: The agreements approved in Section 2 of this Resolution shall, when executed and delivered pursuant to Section 2 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 Manager. Further, the Manager is hereby authorized to select and designate a trustee to act with respect to the Bonds with the duties and powers of such trustee as set forth in the LA01 \6169\1163~.~ 2 96601.21 Indenture (as executed and delivered). The Manager is hereby authorized to determine, in connection with the execution and delivery of the agreements approved in Section 2 hereof,. the following with respect to the Bonds: (a) the aggregate principal amount of the Bonds, which shall not exceed $20,000,000; (b) the final Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than December 31, 2019; (c) the maximum rate of interest which may be paid on the Bonds, which shall not exceed 9.00%; and (d) if the Manager shall decide to obtain municipal bond insurance with respect te-the financing, the premium for such insurance, which shall not exceed 0.35% of the payments insured. ~, SECTION 6: The 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. 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 Treasurer of the City for the payment of the Purchase Payments and any other Qualified Obligations. SECTION 7: The Mayor, the City Manager, the Public Utilities General Manager and the Financial Services Manager of the Public Utilities Department, the City Clerk, City Attorney and city Treasurer and the other officers and officials 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, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary and advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions contemplated by the Installment Purchase Agreement, the Indenture and this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION S: This Resolution shall take effect from and after its date of adoption. LA01 \6169\1163~.~ 3 9~60~.~1 PASSED AND ADOPTED this 11th day of January, 1994, by the following vote: [SEAL] ~ city LA01 \6169\11632.4 4 94601.21 CLERK 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. 94R- 2 was introduced and adopted at a regular of the City Council of the City of Anaheim duly called, noticed and held on the 11th day of January , 1994, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Feldhaus, Simpson, Pickler. Hunter~ 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. 94R- 2 on the 12th day of January , 1994. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the city of Anaheim this 12~b day of January , 1994. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, LEONORAN. SOHO. , city Clerk of the city of Anaheim, do hereby certify that the foregoing is the original Resolution No. 94R-2 duly passed and adopted by the Anaheim city Council on January 11 , 1994. CITY CLERK LA01 %6169%11632.4 94601