RES-2016-008RESOLUTION NO. 2016-008
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
AUTHORIZING THE EXECUTION AND DELIVERY OF A REVOLVING
CREDIT AGREEMENT WITH WELLS FARGO BANK, NATIONAL
ASSOCIATION, PAYABLE FROM AND SECURED BY SUBORDINATE
REVENUES OF THE ELECTRIC SYSTEM AND THE WATER SYSTEM
WHEREAS, the City of Anaheim (the "City") is a municipal corporation
organized and existing under a charter duly and regularly adopted pursuant to the provisions of
the Constitution of the State of California (the "Charter"); and
WHEREAS, Section 1210 of the Charter, Ordinance No. 5032, Resolution No.
89R-295 and related ordinances and resolutions of the City provide for the City's issuance of
Electric Revenue Anticipation Notes payable from Electric System Surplus Revenues; and
WHEREAS, Section 1210 of the Charter, Ordinance No. 5376, Resolution No.
83R-169 and related ordinances and resolutions of the City provide for the City's issuance of
Water Revenue Anticipation Notes payable from Water System Surplus Revenues; and
WHEREAS, the City and Wells Fargo Bank, National Association (the "Bank")
have heretofore entered into a Revolving Credit Agreement (the "Existing Revolving Credit
Agreement"), which provides for the Bank to make revolving loans to the City payable from and
secured by Electric System Surplus Revenues and Water System Surplus Revenues as provided
therein; and
WHEREAS, in order to refinance the debt incurred under the Existing Revolving
Credit Agreement and to extend the term of the facility for five years, there has been presented to
this City Council the form of a new Revolving Credit Agreement (the "Revolving Credit
Agreement"), between the City and the Bank, providing for the Bank to make revolving loans to
the City payable from and secured by Electric System Surplus Revenues and Water System
Surplus Revenues as provided therein; and
WHEREAS, the amounts payable by the City under the Revolving Credit
Agreement shall be evidenced by an Electric System Taxable Note, an Electric System Tax-
exempt Note and an Electric System Taxable Term Note (collectively, the "Electric System
Notes") and a Water System Taxable Note, a Water System Tax-exempt Note and a Water
System Taxable Term Note (collectively, the "Water System Notes"), each in substantially the
forms attached to the Revolving Credit Agreement; and
WHEREAS, the Electric System Notes shall constitute Electric System revenue
anticipation notes for all purposes under Section 1210 of the Charter and shall constitute Electric
Revenue Anticipation Notes under Ordinance No. 5032, Resolution No. 89R-295 and related
ordinances and resolutions of the City; and
WHEREAS, the Water System Notes shall constitute Water System revenue
anticipation notes for all purposes under Section 1210 of the Charter and shall constitute Water
Revenue Anticipation Notes under Ordinance No. 5376, Resolution No. 83R-169 and related
ordinances and resolutions of the City; and
WHEREAS, the City has .determined that it is in the best public interest of the
City to authorize the City's execution, delivery and performance of the Revolving Credit
Agreement and the City's issuance, execution and delivery of the Electric System Notes and the
Water System Notes and approve the transactions contemplated thereby; and
WHEREAS, the City has determined that, after giving effect to the issuance of the
Electric System Notes and the Water System Notes, the aggregate outstanding principal amount
of revenue anticipation notes authorized by Section 1210 of the Charter of the City will not
exceed, for each of such utilities, an amount equal to 25% of the gross revenue earned by the
respective utility during the immediate preceding fiscal year as set forth in the audited financial
statements of such utility for such fiscal year.
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 Revolving Credit Agreement
in the form thereof on file with the City Clerk, together with such additions thereto and changes
therein as are approved by any Authorized Officer (as defined below), 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 and
directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the
seal of the City to, the final form of the Revolving Credit Agreement, for and in the name and on
behalf of the City. The City Council hereby authorizes the delivery and performance of the
Revolving Credit Agreement.
SECTION 2: The forms of the Electric System Notes and the Water System
Notes as attached to the Revolving Credit Agreement are hereby approved, together with such
additions and changes thereto as are approved by any Authorized Officer, notwithstanding any
requirements of Ordinance No. 5032, Ordinance No. 5376 or any related ordinances or
resolutions of the City. Each Authorized Officer is hereby authorized and directed to execute the
Electric System Notes and the Water System Notes on behalf of the City. Each Authorized
Officer, in his or her official capacity and not personally, is hereby authorized to serve as Issuing
and Paying Agent for the Electric System Notes and the Water System Notes and is hereby
authorized to authenticate the Electric System Notes and the Water System Notes. The City
Council hereby authorizes the issuance and delivery of the Electric System Notes and the Water
System Notes.
SECTION 3: Notwithstanding the provisions of Section 3 of Resolution No.
89R-295, Section 2 of Resolution No. 83R-169 and any related ordinances and resolutions of the
City, the tax covenants therein shall not apply to Electric System Notes other than the Electric
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System Tax-exempt Note and shall not apply to Water System Notes other than the Water
System Tax-exempt Note.
SECTION 4: Each Authorized Officer is hereby authorized to cause, upon and
after the execution and delivery of the Revolving Credit Agreement, amounts to be borrowed
from time to time under the Revolving Credit Agreement; provided that the maximum principal
amount that the City may borrow under the Revolving Credit Agreement shall not exceed
$100,000,000.
SECTION 5: The Mayor, the City Manager, the City Treasurer, the Public
Utilities General Manager, the Public Utilities Assistant General Manager -Finance and
Administration, the City Clerk 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, without limitation, 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 individually, may deem
necessary or advisable in order to consummate and perform the transactions contemplated by the
Revolving Credit Agreement and this Resolution, and such actions previously taken by such
officers, employees and agents are hereby ratified and confirmed.
SECTION 6: This Resolution shall take effect from and after its date of adoption.
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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 12thday of
January, 2016, by the following vote:
AYES: Mayor Tait and Council Members Kring, Murray, Brandman,
and Vanderbilt
NOES: None
ABSENT: None
ABSTAIN: None
CITY OF ANAHEIM
MA OR OFT E CITY OF ANAHEIM
[SEAL]
ATTEST:
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CITY CLERK OF THE CITY OF JANAHEIM
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4
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. 2016- 0 0 8 was introduced and adopted at a regular meeting of the
City Council of the City of Anaheim duly called, noticed and held on the 1 2tnday of January,
2016, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Mayor Tait and Council Members Kring,
Murray, Brandman, and Vanderbilt
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. 2016-o 0 g on the 1 2 tY lay of January, 2016.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 14 th day of January, 2016.
(SEAL)
I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2016- 0 0 8 duly passed and adopted by the Anaheim City Council on
this 1 2 j7oay of January, 2016.
- "B�s
CITY CLERK OF THE CITY OF ANAHEIM
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