RES-2016-178RESOLUTION NO. 2016- 178
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I)
APPROVING THE ISSUANCE OF NOT TO EXCEED $45,000,000
AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2016-
A (WATER SYSTEM PROJECT) OF THE ANAHEIM HOUSING AND
PUBLIC IMPROVEMENTS AUTHORITY; (II) APPROVING THE FORMS
AND AUTHORIZING THE EXECUTION OF AN INSTALLMENT
PURCHASE AGREEMENT, AN INDENTURE OF TRUST, 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 water system (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 is 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 "2016-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 2016-A (Water
System Project) (the "2016-A Bonds") in the aggregate principal amount of not to exceed
$45,000,000 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-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 is proposed that the City enter into a Purchase Contract (the
"Purchase Contract") with RBC Capital Markets, 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 negotiated sale of the 2016-A 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, 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 2016-A
Bonds by the Authority under and pursuant to the Bond Law; provided the aggregate principal
amount of the 2016-A Bonds shall not exceed $45,000,000. The 2016-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 6 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, 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-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 6 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.
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Section 3. 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 6 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 4. 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 6 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 5. The City Council hereby approves the Preliminary Official
Statement relating to the 2016-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 (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-A 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-A Bonds.
Section 6. The agreements approved in Sections 1, 2, 3 and 4 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 and 4 hereof, the following with respect to the 2016-A Bonds:
(a) the aggregate principal amount of the 2016-A Bonds, which shall not
exceed $45,000,000;
(b) the capital projects to be financed with the proceeds of the 2016-A Bonds;
(c) the final 2016-A Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2046;
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(d) the yield on the 2016-A Bonds, which shall not exceed 5.00%; and
(e) the Underwriters' discount on the 2016-A Bonds, which shall not exceed
0.40% of the principal amount thereof.
Section 7. 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-A Bonds, and to
consummate the transactions contemplated by the Indenture, the Installment Purchase
Agreement, the Continuing Disclosure Agreement, the Purchase Contract and this Resolution,
and such actions previously taken by such officers, employees and agents are hereby ratified and
confirmed.
Section 8. 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 9. 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 13th day
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 ANAHEIM
MAYOR OF THE eITY OF ANAHEIM
[SEAL]
ATT .
CITY CLERK OF THE CITY OF ANAHEIM
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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 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 13 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- 17 8 on the 2 0 day of September, 2016.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 2d day of September, 2016.
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. 2016- 17 8 duly passed and adopted by the Anaheim City Council on
September 13, 2016.
CITY CLERK OF THE CITY OF ANAHEIM
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