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RES-2012-110 RESOLUTION NO. 2012 - 110 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I) APPROVING THE ISSUANCE OF NOT TO EXCEED $105,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE REFUNDING BONDS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY; (II) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INSTALLMENT PURCHASE AGREEMENT, AN INDENTURE OF TRUST, AN ESCROW AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT, A PURCHASE CONTRACT AND OTHER RELATED DOCUMENTS; (III) APPROVING THE DELIVERY OF AN OFFICIAL STATEMENT; AND (IV) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, on or about January 28, 1992 the City of Anaheim (the "City ") and the former Anaheim Redevelopment Agency entered into a Joint Exercise of Powers Agreement (the "Joint Exercise of Powers Agreement ") establishing the Anaheim Public Financing Authority (the "Authority "); and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law ") and the Joint Exercise of Powers Agreement, the Authority is authorized to borrow money for the purpose of assisting the City in the financing and refinancing of costs related to public capital improvements of the City; and WHEREAS, it has been proposed that the Authority assist the City in the refinancing of certain assets of the City's electric distribution system (the "Distribution System Assets "); and WHEREAS, it has been proposed that the Authority sell the Distribution System Assets to the City and the City purchase such Distribution System Assets from the Authority pursuant to an Installment Purchase Agreement (the "Installment Purchase Agreement "), by and between the City and the Authority, the proposed form of which has been presented to this City Council, pursuant to which the City will agree to make certain installment purchase payments (the "2012 -A 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 an Indenture of Trust (the "Indenture "), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee "), the proposed form of which has been presented to this City Council, the issuance of the Authority' s revenue refunding bonds (the "2012 -A Bonds ") in the aggregate principal amount of not to exceed $105,000,000 under the provisions of the Bond Law, for the purpose of raising funds necessary to provide such financial assistance to the City; and 52102981.3 WHEREAS, it has been proposed that a portion of the proceeds received from the sale of the 2012 -A Bonds and certain other moneys be deposited in an escrow fund created pursuant to an Escrow Agreement (the "Escrow Agreement ") among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the "Escrow Agent "), the proposed form of which has been presented to this City Council, to provide for the refunding of certain Authority revenue bonds issued in connection with the Distribution System Assets; and WHEREAS, it has been proposed that the City enter into a Purchase Contract (the "Purchase Contract ") with Citigroup Global Markets and E.J. De La Rosa & Co., Inc., as senior managers, and such other securities firms as may be selected by an Authorized Officer (defined below) as underwriters (collectively, the "Underwriters "), the proposed form of which has been presented to this City Council, providing for the purchase by negotiated sale of the 2012 -A Bonds by the Underwriters; and WHEREAS, the City has determined that it is in the best public interest of the City to approve the above documents and authorize and approve the transactions contemplated thereby; NOW, THEREFORE, the City Council of the City of Anaheim does hereby resolve, determine and order as follows: SECTION 1: The City Council hereby approves the issuance of the 2012 -A Bonds by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2012 -A Bonds shall not exceed $105,000,000. The 2012 -A Bonds shall be issued pursuant to the Indenture. The City Council hereby approves the Indenture 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 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the City Manager, the City Treasurer, the Public Utilities General Manager and the Public Utilities Assistant General Manager -- Finance and Administration, and their respective designees (each, an "Authorized Officer "), 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 Indenture, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Indenture. The City Council hereby approves the issuance of the 2012 -A Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered). SECTION 2: The City Council hereby approves the Installment Purchase 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 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers 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 Installment Purchase Agreement, for and in the name and on behalf 2 of the City. The City Council hereby authorizes the delivery and performance of the Installment Purchase Agreement. SECTION 3: 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 in accordance with Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers 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 4: The City Council hereby approves the Continuing Disclosure Agreement in the form on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers 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 Continuing Disclosure Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Continuing Disclosure Agreement. SECTION 5: The City Council hereby approves the Purchase Contract in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved by Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized to execute, and the City Clerk is hereby authorized to attest and to affix the seal of the City to, the final form of the Purchase Contract, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Purchase Contract. SECTION 6: The City Council hereby approves the Preliminary Official Statement relating to the 2012 -A Bonds (the "Preliminary Official Statement ") in the form thereof on file with the City Clerk, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney, Fulbright & Jaworski L.L.P., Bond Counsel and Disclosure Counsel ( "Bond Counsel "). Each of the Authorized Officers is hereby authorized to execute and deliver a certificate deeming the Preliminary Official Statement final for purposes of SEC Rule 15c2 -12. Upon the pricing of the 2012 -A Bonds, each of the Authorized Officers is hereby authorized to prepare and execute a final Official Statement (the "Official Statement "), substantially in the form of the Preliminary Official Statement, with such additions thereto and changes therein as approved by any Authorized Officer, upon consultation with the City Attorney and Bond Counsel. The City Council hereby authorizes the distribution of the Preliminary Official Statement and the Official Statement by the Underwriters in connection with the offering and sale of the 2012 -A Bonds. SECTION 7: The agreements approved in Sections 1, 2, 3, 4 and 5 of this Resolution shall, when executed and delivered pursuant to said sections, contain such additions and changes (including additions and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy relating to the 2012 -A Bonds) as shall have been approved by the Authorized Officers. Each Authorized Officer is hereby authorized to determine, in 3 connection with the execution and delivery of the agreements approved in Sections 1, 2, 3, 4 and 5 hereof, the following with respect to the 2012 -A Bonds: (a) the aggregate principal amount of the 2012 -A Bonds, which shall not exceed $105,000,000; (b) the final 2012 -A Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than October 1, 2031; (c) the yield on the 2012 -A Bonds, which shall not exceed 5.00 %; (d) the outstanding obligations of the City and the Authority to be defeased by the 2012 -A Bonds; (e) the Underwriters' discount on the 2012 -A Bonds, which shall not exceed 0.40% of the principal amount thereof; and (f) the premium for any municipal bond insurance with respect to the 2012 -A Bonds, which shall not exceed 1.00% of the 2012 -A Bond payments insured. SECTION 8: Prior to the Crossover Date (as defined in the Installment Purchase Agreement), the 2012 -A 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. 2012 - A 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 City Treasurer for the payment of the 2012 -A Purchase Payments and any other Qualified Obligations. From and after the Crossover Date, the 2012 -A Purchase Payments and any other Distribution System Parity Obligations (as defined in the Installment Purchase Agreement) shall be equally secured by the Distribution System Net Revenues (as defined in the Installment Purchase Agreement) and shall be paid from the Distribution System Net Revenues unless otherwise paid from other sources of legally available funds. From and after the Crossover Date, the Distribution System Net Revenues shall be held in trust by the Treasurer of the City for the payment of the 2012 -A Purchase Payments and any other Distribution System Parity Obligations. SECTION 9: The Mayor, the City Manager, the Public Utilities General Manager and the Public Utilities Assistant General Manager - Finance and Administration, 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 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 lawful issuance and sale of the 2012 -A Bonds, to arrange for the insuring of all or any portion of the 2012 -A Bonds and to consummate the transactions 4 contemplated by the Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreement, the Purchase Contract and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. SECTION 10: This City Council hereby finds and determines that the transfer of title to Distribution System Assets to the Authority under the terms of the Installment Purchase Agreement is in the best interests of the City, and hereby agrees to transfer such title to the Authority. SECTION 11: This Resolution shall take effect from and after its date of adoption. THE FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim at a regular meeting of said City Council held on the 28th day of August, 2012, by the following vote: AYES: Mayor Tait, Council Members Sidhu, Gallaway, Eastman and Murray NOES: None ABSENT: None ABSTAIN: None CITY OF ANAHEIM MA OR OF THE CIO NAHEIM [SEAL] ATTEST: CITY CL RK OF THE CITY OF ANAHEIM 90668.2 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 2012- 110 was introduced and adopted at a regular meeting of the City Council of the City of Anaheim duly called, noticed and held on the 28th day of August, 2012, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Tait, Sidhu, Galloway, Eastman and Murray NOES : COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 2012- 110 on the 281-h day of August, 2012. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 29th day of August, 2012. C / YYShaf--- CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2012- 110 duly passed and adopted by the Anaheim City Council on August 28th , 2012. AIILLO CITY C ERK OF THE TY OF A AHEIM 6