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2001-007CITY OF ANAHEIM RESOLUTION NO. 2001R- 7 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA (I) APPROVING THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF A FUNDING AGREEMENT WITH THE CALIFORNIA DEPARTMENT OF WATER RESOURCES RELATING TO THE SAFE DRINKING WATER STATE REVOLVING FUND; (II) APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF AN ASSIGNMENT AGREEMENT, A FISCAL SERVICES AGREEMENT, A SECURITY AGREEMENT AND AN ESCROW AGREEMENT; AND (III) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Anaheim (the "City') and the Anaheim Public Financing Authority (the ~Authorit~') participated in the issuance and sale of $20,000,000 in aggregate principal amount of the Authority's Revenue Bonds, 1994 Series (City of Anaheim Water Utility Lenain Filtration Plant Project) (the ~Bonds"}; and WHEREAS, in order to refund the Bonds with net present value savings to the Water Utility, the City has applied to the California Department of Water Resources (the "Department") for a iow-interest loan from the Safe Drinking Water State Revolving Fund; and WHEREAS, as stated in a letter from the Department to the City dated July 17, 2000 (the "Notice of Acceptance"), the Department has accepted the City's application and has reserved $18,062,849 to be loaned to the City at an annual interest rate of 2.7934% with a 20-year repayment period (the "Loan"), upon the satisfaction of certain conditions; and WHEREAS, as a condition to the disbursement of Loan proceeds, the City is required to enter into a Funding Agreement with the Department (the "Funding Agreement"), the proposed form of which has been presented to this City Council; and WHEREAS, to facilitate repayment of the Loan on a parity with other Qualified Obligations of the City's Water Utility, the City and the Authority desire to enter into an Amendment and Assignment Agreement (the ~Assignment Agreement"), the proposed form of which has been presented to this City Council; and WHEREAS, as a condition to the disbursement of Loan proceeds, and to facilitate repayment of the Loan and maintenance of the reserve contemplated by the Funding Agreement, the City is required to enter into a Fiscal Services Agreement with a bank or other fiduciary (the ~Fiscal Services Agreement"), the proposed form of which has been presented to this City Council; and WHEREAS, as a condition to the disbursement of Loan proceeds, the City is required to enter into a Security Agreement with the Department (the ~Security Agreement"), the proposed form of which has been presented to this City Council; and WHEREAS, in order to apply Loan proceeds to the advance refunding and defeasance of the Bonds, the City and the Authority desire to enter into an Escrow Agreement with the Trustee for the Bonds (the "Escrow Agreement"), the proposed form of which has been presented to this City Council; and WHEREAS, the City and the Authority have determined that it would be in the best interests of the City, the Authority, the Water Utility and the citizens of the City to authorize the incurrence of the Loan, the execution and delivery of documents required by the Department in connection with the Loan and the execution and delivery of the Escrow Agreement in order to refund the Bonds; NOW, THEREFORE, the City Council of the City of Anaheim, California does hereby resolve, determine and order as follows: SECTION 1: The City Council hereby approves the Loan and its repayment from Water Utility revenues on a parity with other Qualified Obligations of the Water Utility pursuant to the Funding Agreement and the Assignment Agreement; provided, that the final principal amount, interest rate, repayment period and reserve requirement thereof are substantially similar to such terms described in the Notice of Acceptance. SECTION 2: The City Council hereby approves the Funding 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 1 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager and the Public Utilities General Manager 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 Funding Agreement, for and in the name and on behalf of the City, and to approve and execute the Claim for Reimbursement relating thereto. The City Council hereby authorizes the delivery and performance of the Funding Agreement. 2 SECTION 3: The City Council hereby authorizes the Assistant General Manager-Water or his designee (so long as such designee is a registered engineer or a person approved by the California Department of Health Services) to execute the Budget and Expenditure Sur~nary and Certification of Project Completion, as required by the Notice of Acceptance. SECTION 4: The City Council hereby authorizes the City Treasurer to establish a project deposit account in accordance with generally accepted government accounting standards, separate and distinct from all of other accounts of the City, to facilitate the City's payments under the Funding Agreement, as required by the Notice of Acceptance. SECTION 5: The City Council hereby approves the Assignment 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 1 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager and the Public Utilities General Manager 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 Assignment Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Assignment Agreement. SECTION 6: The City Council hereby approves the Fiscal Services 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 1 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager and the Public Utilities General Manager are each hereby authorized to select a bank or other fiduciary to serve as fiscal agent thereunder and to execute, and the City Clerk is hereby authorized to attest and affix the seal of the City to, the final form of the Fiscal Services Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Fiscal Services Agreement. SECTION 7: The City Council hereby approves the Security 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 1 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager and the Public Utilities General Manager 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 Security Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Security Agreement. SECTION 8: The City Council hereby approves the Escrow Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by the officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager and the Public Utilities General Manager 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 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 9: The Mayor, the City Manager, the Public Utilities General Manager, the Financial Service Manager of the Public Utilities Department, 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 and on behalf 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 Loan, to effect the defeasance of the obligations of the City relating to the Bonds, to effect the advance refunding and defeasance of the Bonds and to consummate the transactions contemplated by the Funding Agreement, the Assignment Agreement, the Fiscal Services Agreement, the Security Agreement and the Escrow Agreement, and such actions previously taken by such officers, employees and agents, including but not limited to the engagement of Fulbright & Jaworski L.L.P. and Public Financial Management, Inc. in connection with such transactions, are hereby ratified and confirmed. SECTION 10: This Resolution shall take effect from and after its date of adoption. 4 PASSED AND ADOPTED this 9th day of January, 2001, by the following vote: AYES: NOES: ABSENT: [SEAL] ATTEST: Mayor 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. 2001R- was introduced and adopted at a regular meeting of the City Council of the City of Anaheim duly called, noticed and held on the 9th day of January, 2001, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: NOES : COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 2001R- on the 9th day of January, 2001. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this day of , 2001. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2001R- duly passed and adopted by the Anaheim City Council on January 9, 2001. CITY CLERK OF THE CITY OF ANAHEIM 38417. I \LMOS ES\December 28, 2000 6 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 2001R-7 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 9th day of ,January, 2001, by the following vote of the members thereof: AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: MAYOR/COUNCIL MEMBERS: None ABSENT: MAYOR/COUNCIL MEMBERS: None CiTY CLERf~ OF THE CITY OF ANAHEIM (SEAL)