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APFA 1998-1ANAHEIM PUBLIC FINANCING AUTHORITY RESOLUTION NO. APFA98-1 RESOLUTION OF ANAHEIM PUBLIC FINANCING AUTHORITY (I) AUTHORIZING THE INVITATION OF PROPOSALS FOR THE PURCHASE OF NOT TO EXCEED $65,000,000 AGGREGATE PRINCIPAL AMOUNT OF BONDS BY THE ANAHEIM PUBLIC FINANCING AUTHORITY; ( II ) AUTHORIZING A NOTICE INVITING BIDS RELATING TO THE BONDS AND A NOTICE OF INTENTION TO SELL BONDS; ( III ) APPROVING AN INSTALLMENT PURCHASE AGREEMENT, AN INDENTURE OF TRUST AND A CONTINUING DISCLOSURE AGREEMENT; (IV) AUTHORIZING THE DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT; AND (V) TAKING 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 certain electrical distribution facilities which will be part of the Electric System of the City (the "Facilities"); and WHEREAS, it has been proposed that the Authority acquire and construct the Facilities and that the City purchase such Facilities from the Authority pursuant to an Installment Purchase Agreement, dated as of April 1, 1998, by and between the City and the Authority (together, 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 certain 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 April 1, 1998, by and among the Authority, the City and Union Bank of California, N.A., Los Angeles, California, as Trustee (the "Trustee") (the "Indenture"), to provide for issuance of revenue bonds of the Authority (the "Bonds") in an aggregate principal amount not to exceed $65,000,000 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 to provide for the use of the proceeds of the Bonds to construct and acquire the Facilities; and WHEREAS, the Authority also wishes to approve and authorize the execution and delivery of a Continuing Disclosure Agreement dated as of April 1, 1998 (the "Continuing Disclosure Agreement"), by and among the Authority, the City and the Trustee, to provide for disclosure of information relating to the Electric System and the Bonds; and WHEREAS, the Authority and the City may wish to secure a commitment from a provider of municipal bond insurance to issue a municipal bond insurance policy insuring the Bonds and a Reserve Account Policy (as such term is defined in the Indenture of trust hereafter approved), 1 subject to the terms and conditions set forth therein and in this Resolution (the "Insurance Commitment") and the Authority now desires to approve the execution of said Insurance Commitment under the terms and conditions hereinafter set forth; and WHEREAS, this Board deems it necessary and proper that proposals be invited for the purchase of the Bonds, and that the Bonds be sold in the manner described below; WHEREAS, the Authority has determined that it is in the best public interest of the Authority and the citizens of the City to approve certain documents mentioned above and authorize and approve the transactions contemplated thereby; and NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing Authority does hereby resolve, determine and order as follows: SECTION 1: The recitals hereof are true and correct and are hereby incorporated by reference into this Resolution. Pursuant to the Act, the Board of Directors of the Anaheim Public Financing Authority 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, the Indenture, and the Continuing Disclosure Agreement presented to tiffs Board are hereby approved. Union Bank of California, N.A., Los Angeles, California, is hereby appointed to serve as trustee under the Indenture. The Chairman, Vice Chairman, Secretary and Treasurer of the Authority are authorized and directed for and in the name of the Authority to execute and deliver said agreements, and any Insurance Commitment relating to a municipal bond insurance policy secured in accordance with the provisions hereof.. The agreements shall be executed in the forms hereby approved, with such additions thereto and changes therein as are approved in accordance with Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3: That this Board of Directors 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 (the "General Manager") and the Assistant General Manager, Finance & Administration (the "Finance Manager"), or either of them, acting as agent for the Authority pursuant to Section 3.02 of the Installment Purchase Agreement, 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 General Manager and the Finance Manager is each hereby authorized, as the Authority's agent, to approve a Notice Inviting Bids for the Bonds in substantially the form of such Notice Inviting Bids presented at this meeting (such approval to be conclusively evidenced by the distribution thereof) . The Executive Director of the Authority is hereby authorized and directed to cause the Notice Inviting Bids for the Bonds to be distributed to prospective bidders for the Bonds upon their request. SECTION 5: Sealed proposals for the purchase of the Bonds shall be received by the General Manager and the Finance Manager, or either of them, 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 General Manager or the Finance Manager. SECTION 6: The General Manager and the Finance Manager is each hereby authorized, as agent of the Authority, to approve a Notice of Intention to Sell Bonds (such approval to be conclusively evidenced by the distribution thereof). The Executive Director of the Authority is hereby authorized and directed to cause a Notice of Intention to Sell Bonds to be distributed to prospective bidders for the Bonds upon their request. The Authority's distribution of the Notice of Intention to Sell Bonds shall constitute the Authority's notice of a public sale and the Authority shall not be required to provide notice pursuant to Section 53692 of the California Government Code. SECTION 7: The General Manager and the Finance Manager, as agent for the Authority, may withdraw or modify the Notice Inviting Bids for the Bonds and the Notice of Intention to Sell Bonds, or either, at any time by notice published via Munifacts wire or other means determined by the General Manager and the Finance Manager, or either of them, to be reasonably calculated to reach potential bidders for the Bonds. If the Manager should withdraw the Notice Inviting Bids for the Bonds or the Notice 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 Executive Director of the Authority is hereby authorized to redistribute the Notice Inviting Bids for the Bonds and the Notice of Intention to Sell Bonds with such modifications or revisions as are approved by the General Manager or the Finance Manager. SECTION 8: The General Manager and the Finance Manager is each hereby authorized, as the agent of the Authority, to approve the Preliminary Official Statement relating to the Bonds in substantially the form presented to this meeting (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 Continuing Disclosure Agreement presented at this meeting is hereby approved. The General Manager is authorized to deem the Preliminary Official Statement to be final within the meaning of Securities and Exchange Commission Rule 15c2-12 subject to the completion of those items permitted by said Rule. The General Manager is hereby authorized to approve and execute on behalf of the Authority the final Official Statement relating to the Bonds (such approval to be conclusively evidenced by the execution and delivery thereof) (the "Official Statement"), and the Board hereby approves the use of the Official Statement by the successful bidder in connection with the offering and sale of the Bonds, and the Board 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. 3 SECTION 9: The Executive Director of the Authority and the General Manager and the Finance Manager are authorized to cause to be furnished to prospective bidders for the Bonds, upon their request, a reasonable number of copies of the Notice Inviting Bids for the Bonds, the Preliminary Official Statement and the final Official Statement. SECTION 10: 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 General Manager or the Finance Manager. The General Manager and the Finance Manager, or either of them, are 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 $65,000,000; (b) the final Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than December 31, 2028; (c) the maximum true interest cost on the Bonds, which shall not exceed 5.90%; and (d) in connection with any Insurance Commitment relating to municipal bond insurance with respect to the financing, the purchase of such insurance shall result in a net savings in interest cost on the Bonds. SECTION 11: The Chairman, Vice Chairman, Secretary and Treasurer of the Authority and the Executive Director other officers 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 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, the Insurance Commitment, the Continuing Disclosure Agreement and this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. 4 SECTION 12: This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 28th day of April, 1998, by the following vote: AYES: NOES: None AB SENT: None ATTEST: Secretary to the Board apfa~esi.doc The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority this 28th day of April , 1998, by the following vote: ATTEST: SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY APPROVED AS TO FORM: JAC~HITE, CITY ATTORNEY LUCINA LEA MOSES ASSISTANT CITY ATTORNEY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA98-1 was introduced and adopted at a special meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the 7th day of April, 1998, by the following vote of the members thereof: AYES: BOARD MEMBERS: Zemel, McCracken, Tait, Lopez, 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. APFA98-1 on the 7th day of April, 1998. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 7th day of April, 1998. SECRETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original of Resolution No. APFA98-1 duly passed and adopted by the Anaheim Public Financing Authority on Apdl 7th, 1998. SECRETARY Of THE ANAHEIM PUBLIC FINANCING AUTHORITY