APFA 1993-1RESOLUTION NO. APFA 93- !
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY, (I) AUTHORIZING THE
INVITATION OF PROPOSALS FOR THE PURCHASE OF NOT TO
EXCEED $140,000,000 AGGREGATE PRINCIPAL AMOUNT OF
REVENUE BONDS OF SAID AUTHORITY; (II) AUTHORIZING A
NOTICE INVITING BIDS RELATING TO THE BONDS AND A
NOTICE OF INTENTION TO SELL BONDS; (III) APPROVING
THE ISSUANCE OF SAID BONDS; (IV) APPROVING A
RELATED INDENTURE OF TRUBTAND INSTALLMENT PURCHASE
AGREEMENT; (V) APPROVING THE DELIVERY OF A
PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION
~ DELIVERY OF AN OFFICIAL STATEMENT; AND (VI)
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 acquisition of an interest in a
coal-fueled electric generating unit known as Unit 4 of San Juan
Generating Station and related facilities (the "Facilities"); and
WHEREAS, the City has previously executed and delivered
certificates of participation (the "Certificates") in connection
with the financing of certain improvements (the "Projects") to the
electric system of the City; and
WHEREAS, it has been determined that due to prevailing
financial market conditions it is in the best interests of the City
to realize interest rate savings by refunding a portion of the
Certificates; and
WHEREAS, it has been proposed that the Authority assist
the City in refunding certain of the Certificates; and
WHEREAS, it has been proposed that the Authority acquire
the Facilities and a portion of each of the Projects and that the
City purchase such Facilities and such portion of each of the
Projects from the Authority pursuant to certain Installment
Purchase Agreements, each dated as of May 1, 1993, by and between
the city and the Authority (together, the "Installment Purchase
Agreement"), the proposed forms of which have been presented to
this Board of Directors, pursuant to which the City will agree to
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make certain purchase payments
connection therewith; and
(the "Purchase Payments" ) in
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 May 1, 1993, by and between the Authority and
The Bank of New York Trust Company of California, as Trustee (the
"Trustee") (the "Indenture"), the proposed form of which has been
presented to this Board of Directors, 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 not to exceed $140,000,000 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, this Board deems it necessary and proper that
proposals be invited for the purchase of not to exceed $140,000,000
aggregate principal amount of refunding and/or new money Bonds and
that the Bonds be sold in the manner described below;
WHEREAS, it has been proposed that certain proceeds
received from the sale of the Bonds and certain other moneys be
deposited in eScrow accounts pursuant to certain Escrow Agreements
(together, the "Escrow Agreement"), each dated as of May 1, 1993,
between the City and the Escrow Agent (as defined in the respective
Escrow Agreement); and
WHEREAS, the Authority has determined that it is in the
best public interest of the Authority to approve certain of the
above documents and authorize and approve the transactions
contemplated thereby.
NOW, THEREFORE, the Board of Directors of the Anaheim
Public Financing Authority, does hereby resolve, determine and
order as follows:
SEC?ION X: Pursuant to the Act, the Board 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 Z: The Board hereby authorizes the issuance of
the Bonds under and pursuant to the Act provided that the aggregate
principal amount of the Bonds shall not exceed $140,000,000. The
Bonds shall be issued pursuant to the Indenture. The Board hereby
approves the Indenture in the form thereof on file with the
Secretary, together with such additions thereto and changes therein
as are approved in accordance with Section 12 hereof, such approval
to be conclusively evidenced by the execution and delivery thereof.
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The Executive Director is hereby authorized to execute, and the
Secretary is hereby authorized to attest and affix the seal of the
Authority to, the final form of the Indenture for and in the name
and on behalf of the Authority. The Board hereby authorizes the
delivery and performance of the Indenture.
SECTION $: That the Board hereby approves the
Installment Purchase Agreement in the forms thereof on file with
the Secretary, together with such additions thereto and changes
therein as are approved in accordance with Section 12 hereof, such
approval to be conclusively evidenced by the execution and delivery
thereof. The Executive Director is hereby authorized to execute,
and the Secretary is hereby authorized to attest and affix the seal
of the Authority to, the final form of the Installment Purchase
Agreement for and in the name and on behalf of the Authority. The
Authority hereby authorizes the delivery and performance of the
Installment Purchase Agreement.
SECTION 4: That this Board of Directors hereby approves
the issuance of the Bonds in accordance with the terms and
provisions of the Indenture (as executed and delivered).
SECTION 5: That The Bank of New York Trust Company of
California is hereby appointed as Trustee on behalf of the owners
of the Bonds with the duties and powers of such Trustee as set
forth in the Indenture (as executed and delivered).
SECTION 6: Sealed proposals for the purchase of the
Bonds shall be received by the Public Utilities General Manager or
the Public Utilities Financial Services Manager of the City (the
"Manager") at the date, time and place provided for in a Notice
Inviting Bids for the Bonds or at such other dates and times as
shall be determined by the Manager.
SECTION 7: The Manager is hereby authorized to approve
one or more Notices Inviting Bids for the Bonds (such approval to
be conclusively evidenced by the distribution thereof). The
Manager is hereby authorized to sell the refunding portion of the
Bonds on the same date as the new money portion of the Bonds, or on
such other date as the Manager shall determine. The city Clerk of
the City is hereby authorized and directed to cause the Notice(s)
Inviting Bids for the Bonds to be distributed to prospective
bidders for the Bonds ug0n their request.
SECTION S: The Manager is hereby authorized to approve
one or more Notices of Intention to Sell Bonds (such approval to be
conclusively evidenced by the distribution thereof). The City
Clerk of the city is hereby authorized and directed to cause one or
more Notice(s) of Intention to Sell Bonds to be distributed to
prospective bidders for the Bonds upon their request. The
distribution of the Notice(s) of Intention to Sell Bonds shall
constitute the Authority's notice of a public sale and the
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Authority shall not be required to provide notice pursuant to
Section 53692 of the California Government Code.
SECTION 9: The Manager may withdraw or modify the
Notice(s) Inviting Bids for the Bonds and the Notice(s) of
Intention to Sell Bonds, or either, at any time by notice published
via Munifacts wire or other means determined by the Manager to be
reasonably calculated to reach potential bidders for the Bonds. If
the Manager should withdraw the Notice(s) Inviting Bids for the
Bonds or the Notice(s) of Intention to Sell Bonds at any time
before the Bonds are awarded, and should at a later date determine
that it is desirable to receive bids for the Bonds, then the City
Clerk of the City is hereby authorized to redistribute the
Notice(s) Inviting Bids for the Bonds and the Notice(s) of
Intention to Sell Bonds with such modifications or revisions as are
approved by the Manager.
SECTION 10: The Manager is hereby authorized to approve
one or more Preliminary Official Statements relating to the Bonds
(such approval to be conclusively evidenced by the delivery
thereof) (the "Preliminary Official Statement") and the Board
hereby approves the use of the Preliminary Official Statement in
connection with the offering and sale of the Bonds. The Board
hereby authorizes the Executive Director to deem final within the
meaning of Rule 15c2-12 of the Securities Exchange Act of 1934
except for permitted omissions, the Preliminary Official Statement
describing the Bonds. The Manager is hereby authorized to approve
one or more Official Statements relating to the Bonds (such
approval to be conclusively evidenced by the execution and delivery
thereof) (the "Official Statement"). The Executive Director is
hereby authorized to execute one or more final forms of the
Official Statement, including as it may be modified, supplemented
or amended by such additions thereto and changes therein as are
consistent with this Resolution and the limits prescribed herein
and recommended or approved by Special Counsel to the Authority and
approved by such officers and employees, such approval to be
conclusively evidenced by the execution and delivery thereof. The
Board hereby authorizes the distribution of the final Official
Statement by the successful bidder. The final Official Statement
shall be executed in the name and on behalf of the Authority by the
Executive Director.
SECTION 11: The City Clerk of the City and the Manager
are authorized and directed to cause to be furnished to prospective
bidders for the Bonds, upon their request, a reasonable number of
copies of the Notice(s) Inviting Bids for the Bonds and the
Preliminary Official Statement.
SECTION lZ: The agreements approved in Sections 2 and 3
of this Resolution shall, when executed and delivered pursuant to
Sections 2 and 3 of this Resolution, contain such additions and
changes (including additions and changes necessary to satisfy the
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requirements of the provider of any municipal bond insurance
Manager.. The Manager is
~h2 the execution
policy) as shall have been approved by the
horized to determine, in co~qec~ and 3 hereof,
here~Yq ~ut _ As ~ a~reements approve~ in ~u~"
and dellver~ u~ ~ ~ Bonds:
the following with respect to the
(a) the aggregate principal amount of the Bonds, which
shall not exceed $140,000,000;
(b) the final Purchase Payment under the installment
Purchase Agreement, which shall be due and payable not later
than December 31, ~023;
(c) the outstanding certificates of the city to be
refunded by the Bonds;
(d) the maximum rate of interest which may be paid on
the Bonds, which shall not exceed 9.00%; and
(e) if the Manager shall decide to obtain municipal bond
insurance with respect to the financing, the premium for such
insurance, which shall not exceed 0.40% of the payments
insured-
SZCTIO~ ~: The chairman, the ExecUtive Director, the
of the Authority and the other officers
Treasurer and the Secretary ,
and officials of the Authority are hereby authorized and directed
jointly and severally, for and in the name of the Authority, to do
any and all things and to take all actions, including execution and
. ' ents. certificates, requisitions,
~]~verv of any and all as~gn~dments of conveyance, warr~
..... ~- -~es- consents, ~=~ ~ ~-- ~ deem necessary
agreements, ~,u~ , . the , or any qr L~,: .... x sale of
and other documents_~h~ch Y ate the lawful ~ssuance and
or advisable in order to consumm Certificates and the
the Bonds, the refunding of a portion of the
the transactions contemplated by the Indenture, the
consummation of ,
installment Purchase Agreement and this Resolution and such
actions previously taken by such officers are hereby ratified and
confirmed.
SE~TIO~ Xd~ This Resolution shall take effect from and
after its date of adoption-
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APPROVED AND ADOPTED by the Anaheim Public Financing
Authority this 4th day of May, 1993, by the following vote:
BY: ~~~~0" ~ '
CHA F~N~C iTNH~ AUTH~)RiTPyUBLIC
ATTEST:
SECRETARY OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
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STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF ANAHEIM )
ss.
I, Leonora N. Sohl , Secretary of the Board of Directors
of the Anaheim Public Financing Authority, do hereby certify that
the foregoing Resolution No. APFA93- 1 was introduced and adopted
at a regular meeting provided by law of the Board of Directors of
the Anaheim Public Financing Authority held on the 4th day of May,
1993, by the following vote of the members thereof:
AYES:
BOARD MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES:
BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors
signed said Resolution No. APFA93-J_ on the 5th day of May, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Anaheim Public Financing Authority this 5th day of May,
1993.
SECRETARY THE ANAHEIM
PUBLIC FINANCING AUTHORITY
(SEAL)
I, Leonora N~ ~ohl , Secretary of the Anaheim Public Financing
Authority, do hereby certify that the foregoing is the original
Resolution No. APFA93-1 duly passed and adopted by the Anaheim
Public Financing Authority on May 4__, 1993.
SECRETARY OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
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