RES-2015-138 RESOLUTION NO. 2015-138
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I)
APPROVING THE ISSUANCE OF NOT TO EXCEED $120,000,000
AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS , SERIES 2015-
A(CITY OF ANAHEIM WATER SYSTEM PROJECT) OF THE CALIFORNIA
MUNICIPAL FINANCE AUTHORITY; (II) APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION OF AN 1NSTALLMENT PURCHASE
AGREEMENT, AN 1NDENTURE 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, the City of Anaheim (the "City") is a Member of the California
Municipal Finance 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 Authority's 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
financing of certain public capital improvements to the City's water system {the
"Improvements") and the refinancing of certain assets of the City's water system (the "Assets"
and, together with the Improvements, the "Water System Assets"); and
WHEREAS, in order to assist the City with the financing of the Improvements
and the refinancing of the Assets, it has been proposed that the City initially sell the Water
System Assets to the Authority, and that the Authority sell the Water System Assets to the City
and the City purchase such Water 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 "2015-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 U.S. Bank
National Association, as trustee (the "Trustee"), the proposed form of which has been presented
to this City Council, the issuance of the Authority's Revenue Bonds, Series 2015-A (City of
Anaheim Water System Project) (the "2015-A Bonds") in the aggregate principal amount of not
to exceed $120,000,000 under the provisions of the Bond Law, for the purpose of raising funds
necessary to provide such financial assistance to the City; and
WHEREAS, the 2015-A Bonds will be offered for sale through a Preliminary
Official Statement and an Official Statement, the proposed form of which has been presented to
this City Council; and
WHEREAS, it has been proposed that the City enter into a Purchase Contract (the
"Purchase Contract") with J.P. Morgan Securities LLC, as representative of itself and Wells
Fargo Bank, National Association (collectively, the "Underwriters"), the proposed form of which
has been presented to this City Council, providing for the purchase of the 2015-A Bonds by the
Underwriters; and
WHEREAS, it has been proposed that the City enter into a Continuing Disclosure
Agreement (the "Continuing Disclosure Agreement") with the Trustee, the proposed form of
which has been presented to this City Council, in order to assist the Underwriters in complying
with Securities and Exchange Commission Rule 15c2-12; and
WHEREAS, it has been proposed that a portion of the proceeds received from the
sale of the 2015-A Bonds and certain other moneys be deposited in an escrow fund created
pursuant to an Escrow Agreement (the "Escrow Agreement") between the City and The Bank of
New Yark 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
Anaheim Public Financing Authority Revenue Bonds, Series 2008 (Water System Project) (the
"2008 Bonds"); 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 2015-A Bonds by
the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of
the 2015-A Bonds shall not exceed $120,000,000. The 2015-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 2015-A Bonds in
accordance with the terms and provisions of the Indenture (as executed and delivered).
41467677.4/108138 2
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
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 thereo£ 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 201 S-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 and Norton Rose Fulbright US
LLP, 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 2015-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 2015-A Bonds.
41467677.4/108138 3
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
as shall have been approved by the Authorized Officers. Each Authorized Officer is hereby
authorized to determine, in 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 2015-A Bonds:
(a) the aggregate principal amount of the 2015-A Bonds, which shall not
exceed $120,000,000;
(b) the capital projects to be financed with the proceeds of the 2015-A Bonds;
(c) the outstanding obligations of the City or the Anaheim Public Financing
Authority to be defeased or refunded by the 2015-A Bonds;
(d) the other uses of proceeds of the 2015-A Bonds, including repayment of
draws under a Revolving Credit Agreement with Wells Fargo Bank, N.A. relating to the
Water System and prepayment of the State Loan (as defined in the Indenture);
(e) the final 2015-A Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2045;
( fl the yield on the 2015-A Bonds, which shall not exceed 5.00%; and
(g) the Underwriters' discount on the 2015-A Bonds, which shall not exceed
0.40% of the principal amount thereof.
Section 8. 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 2015-A Bonds, and to consummate the
transactions 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 9. This City Council hereby finds and determines that the transfer of title to
Water 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 10. This Resolution shall take effect from and after its date of adoption.
41467677.4/ ] 08138 4
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 17th day of
March, 2015, by the following vote:
AYES: Mayor Tait, Council Members Kring, Murray, Branc�man and Vanderbilt
NOES: None
ABSENT: None
ABSTAIN: None
CITY OF ANAHEIM
MAYOR OF TH CITY OF ANAHEIM
[SEAL]
ATTEST:
CITY CLERK OF THE CITY OF ANAHEIM
41467677.4/ ] 08138 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. 2015-138 was introduced and adopted at a regular meeting of the City Council
of the City of Anaheim duly called, noticed and held on the 17th day of March, 2015, by the
following vote of the members thereof:
AYES: COLJNCIL MEMBERS: MaYor Tait, Council Members Kring, Murray
Brandman and Vanderbilt
NOES : COLTNCIL MEMBERS: None
ABSENT: COLTNCIL MEMBERS: None
ABSTAIN: COiJNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No.
2015-138 on the 17th day of March, 2015.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 17th day of March, 2015.
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. 2015-138 duly passed and adopted by the Anaheim City Council
on March 17 2015.
CITY CLERK OF THE CITY F ANAHEIM
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