RES-2016-179RESOLUTION NO. 2016-17 9
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I)
APPROVING THE ISSUANCE OF NOT TO EXCEED $383,000,000
AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2016-
A (ELECTRIC UTILITY DISTRIBUTION SYSTEM IMPROVEMENTS),
REVENUE REFUNDING BONDS, SERIES 2016-B (ELECTRIC UTILITY
DISTRIBUTION SYSTEM REFUNDING) AND REVENUE REFUNDING
BONDS, SERIES 2016-C (ELECTRIC UTILITY DISTRIBUTION SYSTEM
REFUNDING) (TAXABLE) OF THE ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY; (I1) APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION OF AN INSTALLMENT PURCHASE
AGREEMENT, AN INDENTURE OF TRUST, ESCROW AGREEMENTS, 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 July 1, 2014, the City of Anaheim (the "City") and the
Anaheim Housing Authority entered into a Joint,Exercise of Powers Agreement establishing the
Anaheim Housing and Public Improvements 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 is proposed that the Authority assist the City in the financing of
certain public capital improvements to the City's electric distribution system (the
"Improvements") and the refinancing of certain assets of the City's electric distribution system
(the "Assets" and, together with the Improvements, "Distribution System Assets"); and
WHEREAS, in order to assist the City with the financing and refinancing of the
Distribution System Assets, it is proposed that the City initially sell the Distribution System
Assets to the Authority, and 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 "2016 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 2016-A (Electric
Utility Distribution System Improvements) (the "2016-A Bonds"), Revenue Refunding Bonds,
Series 2016-B (Electric Utility Distribution System Refunding) (the "2016-B Bonds") and
Revenue Refunding Bonds, Series 2016-C (Electric Utility Distribution System Refunding)
(Taxable) (the "2016-C Bonds" and collectively with the 2016-A Bonds and the 2016-B Bonds,
the "2016 Bonds") in the aggregate principal amount of not to exceed $383,000,000 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 2016 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 is proposed that the City enter into a Purchase Contract (the
"Purchase Contract") with Goldman, Sachs & Co., as representative of itself, Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities
LLC and Wells Fargo Bank, National Association, as underwriters (collectively, the
"Underwriters"), the proposed form of which has been presented to this City Council, providing
for the negotiated sale of the 2016 Bonds to the Underwriters; and
WHEREAS, it is 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 SEC Rule 15c2-12; and
WHEREAS, it is proposed that a portion of the proceeds received from the sale of
the 2016-B Bonds and the 2016-C Bonds, and certain other moneys, be deposited in escrow
funds created pursuant to an Escrow Agreement (2007-A and 2009-A) (the "Escrow Agreement
(2007-A and 2009-A)") between the City and The Bank of New York Mellon Trust Company,
N.A., as escrow agent, the proposed form of which has been presented to this City Council, to
provide for the refunding of certain prior electric revenue obligations of the City; and
WHEREAS, it is proposed that a portion of the proceeds received from the sale of
the 2016-B Bonds, and certain other moneys, be deposited in an escrow fund created pursuant to
an Escrow Agreement (2011-A) (the "Escrow Agreement (2011-A)" and together with the
Escrow Agreement (2007-A and 2009-A), the "Escrow Agreements") between the City and U.S.
Bank National Association, as escrow agent, the proposed form of which has been presented to
this City Council, to provide for the refunding of certain prior electric revenue obligations of the
City; 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:
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Section 1. The City Council hereby approves the issuance of the 2016 Bonds
by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount
of the 2016 Bonds shall not exceed $383,000,000. The 2016 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 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 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 2016 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 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 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 Agreements in the
forms 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 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 Escrow Agreements, for and in the name
and on behalf of the City. The City Council hereby authorizes the delivery and performance of
the Escrow Agreements.
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 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 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
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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 and directed
to execute, and the City Clerk is hereby authorized and directed 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 2016 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 (referred to herein as "Bond Counsel"). Each of the
Authorized Officers is hereby authorized and directed to execute and deliver a certificate
deeming the Preliminary Official Statement final for purposes of SEC Rule 15c2-12. Upon the
pricing of the 2016 Bonds, each of the Authorized Officers is hereby authorized and directed 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 2016 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 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 2016 Bonds:
(a) the aggregate principal amount of the 2016 Bonds, which shall not exceed
$383,000,000;
(b) the capital projects to be financed with the proceeds of the 2016-A Bonds;
(c) the outstanding obligations of the City or the Anaheim Public Financing
Authority to be defeased or refunded by the 2016-B Bonds;
(d) the final 2016 Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2046;
(e) the yield on the 2016 Bonds, which shall not exceed 5.00%; and
(f) the Underwriters' discount on the 2016 Bonds, which shall not exceed
0.40% of the principal amount thereof.
Section 8. Prior to the Crossover Date (as defined in the Installment Purchase
Agreement), the 2016 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
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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. 2016
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 2016 Purchase Payments and any other
Qualified Obligations. From and after the Crossover Date, the 2016 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 2016 Purchase Payments and any other Distribution System Parity Obligations.
Section 9. The Mayor, the City Manager, the Public Utilities General
Manager, 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 2016 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 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.
adoption.
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Section 11. This Resolution shall take effect from and after its date of
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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 13 thday of
September, 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
MAYOR OF THE CITY OF ANAHEIM
[SEAL]
alkwan M-
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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- 17 9 was introduced and adopted at a regular meeting of the City
Council of the City of Anaheim duly called, noticed and held on the 13 th day of September,
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.
2016-179 on the 20 day of September, 2016.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 20 day of September, 2016.
CITY CLERK OF THE CITY O ANAHEIM
(SEAL)
I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2016-179 duly passed and adopted by the Anaheim City Council on
September 13 , 2016.
- Qv2u�
CITY CLERK OF THE ITY 6F ANAHEIM
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