2004-059CITY OF ANAHEIM RESOLUTION NO. 2004- 59
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA (I) APPROVING THE ISSUANCE OF NOT
TO EXCEED $15,000~000 AGGREGATE PRINCIPAL AMOUNT OF
WATER REVENUE REFUNDING BONDS OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY; (II) APPROVING THE FORMS
AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN
INSTALLMENT PURCHASE AGREEMENT, TWO ESCROW
AGREEMENTS, A CONTINUING DISCLOSURE AGREEMENT,
SALE DOCUMENTS AND OTHER RELATED DOCUMENTS;
(lid APPROVING THE DELIVERY OF AN OFFICIAL
STATEMENT; AND (IV)APPROVING CERTAIN ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the City of Anaheim (the "City") and the Anaheim Redevelopment
Agency have heretofore 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, the City has previously issued its Water Revenue Bonds, 1986 Series
(the "1986 Bonds") and its Water Revenue Bonds, 1993 Series (the "1993 Bonds," and together
with the 1986 Bonds, the "Prior Bonds") for the purpose of refinancing certain improvements to
the City's water system (the "Water System"); and
WHEREAS. it has been proposed that the Authority assist the City in the
refunding of the Prior Bonds; 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 BNY Western
Trust Company, as trustee (the "Trustee"), the issuance of the Authority's Revenue Refunding
Bonds. 2004 Series (Water System Refunding) (the "2004 Bonds") in the aggregate principal
amount of not to exceed $15,000,000 under the provisions of the Bond Law, for the purpose of
raising funds necessary to provide such financial assistance to the City; and
WHEREAS, it has been proposed that the Authority purchase components of the
Water System in consideration for providing proceeds of the 2004 Bonds, and the City will
purchase such components back from the Authority pursuant to an Installment Purchase
Agreement (the "Installment Purchase Agreement"), by and between the City and the Authority,
4533OO24.5
thc proposed form of which has been presented to this City Council, pursuant to which the City
will agree to make certain installment purchase payments in connection therewith; and
WHEREAS, it has been proposed that a portion of the proceeds received from the
sale of the 2004 Bonds and certain other moneys be deposited in an escrow fund created pursuant
to an Escrow Agreement (the "1986 Escrow Agreement") between the City and BNY Western
Trust Company, as escrow agent, the proposed form of which has been presented to this City
Council, to provide for the defeasance of the 1986 Bonds; and
WHEREAS, it has been proposed that a portion of the proceeds received from the
sale of the 2004 Bonds and certain other moneys be deposited in an escrow fund created pursuant
to an Escrow Agreement (the "1993 Escrow Agreement," and together with the 1986 Escrow
Agreement, the "Escrow Agreements") between the City and BNY Western Trust Company, as
escrow agent, the proposed form of which has been presented to this City Council, to provide for
the defeasance of the 1993 Bonds; and
WHEREAS, it has been proposed that the 2004 Bonds be sold on a competitive
basis in accordance with the terms and provisions of Official Notice of Sale and Bid Form for the
2004 Bonds (the "Sale Documents"), the proposed forms of which have been presented to this
City Council; 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, California does
hereby resolve, determine and order as follows:
SECTION 1: The City Council hereby approves the issuance of the 2004 Bonds
by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount
of the 2004 Bonds shall not exceed $15,000,000.
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 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 i,s 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 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 to execute, and the City Clerk is hereby authorized to attest and affix the seal of the
45330024.5 2
City to, the final forms 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.
The City Council hereby further authorizes and directs each of the Registrars relating to the 1986
Bonds and the 1993 Bonds to mail, at least 30 days but not more than 60 days prior to the
redemption date, a conditional notice of redemption in the manner set forth in the respective
resolutions relating to the 1986 Bonds and the 1993 Bonds.
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 any Authorized Officer, 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 Sale Documents 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. Sealed proposals shall be received at the time
and place provided for in the Sale Documents. Each Authorized Officer is hereby authorized to
accept the best bid.
SECTION 6: The City Council hereby approves the Preliminary Official
Statement relating to the 2004 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 2004 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 2004 Bonds.
SECTION 7: The documents approved in Sections 2, 3 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 or
documents approved in Sections 2.3 and 5 hereof, the following with respect to the 2004 Bonds:
$15,000.000:
the aggregate principal amount of the 2004 Bonds, which shall not exceed
45330024.5 3
(b) the final 2004 Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2014;
and
(c)
the yield on the 2004 Bonds, which shall not exceed three percent (3.0%);
(d) thc outstanding obligations of the City to be defeased by the 2004 Bonds.
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 2004 Bonds,
to arrange for the insuring of all or any portion of the 2004 Bonds and to consummate the
transactions contemplated by the Indenture, the Installment Purchase Agreement, the Continuing
Disclosure Agreement, the Escrow Agreements, the Sale Documents and this Resolution, and
such actions previously taken by such officers, employees and agents are hereby ratified and
confirmed.
SECTION 9: ThiS Resolution shall take effect from and after its date of
adoption.
45330024.5 4
PASSED AND ADOPTED this 20th day of April, 2004, by the following vote:
¢
AYES'
Mayor Pringle, Council Members: Chavez, Hernandez, McCracken, Tait
NOES'
NOne
ABSENT: None
[SEAL] //~
ATTEST: v'//~Z1.~.,t~ ~
/"" ' /~ity Cjerk
45330024.5 5
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF ANAHEIM )
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that
the foregoing Resolution No. 2004R- 59 was introduced and adopted at a regular meeting of
the City Council of the City of Anaheim duly called, noticed and held on the 20th day of April,
2004, by the following vote of the members thereof:
AYES'
NOES ·
COUNCIL MEMBERS: Pringle, Chavez, Hernandez, McCracken, Tait
COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS' None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No.
2004R- 59 on the 20th day of April, 2004.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this -2or. h-_ day of April, 2004.
(SEAL)
HEIM
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing
is the original Resolution No. 2004R- 59 duly passed and adopted by the Anaheim City
Council on April 20, 2004.
45330024.5