2004-080
CITY OF ANAHEIM RESOLlJTlON NO. 2004-~
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA (I) APPROVING THE ISSUANCE OF
NOT TO EXCEED $155,000,000 AGGREGATE PRINCIPAL
A:\10UNT OF REVENUE BONDS OF THE ANAHEIM PUBLIC
FINANCING AUTHORITY; (II) APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION OF AN INSTALLMENT
PURCHASE AGREEMENT, AN INDENTURE OF TRUST, A
PURCHASE CONTRACT, A CONTINUING DISCLOSURE
AGREEMENT AND OTHER RELATED DOCUMENTS;
(III) APPROVING THE DELIVERY OF A PRELIMINARY
OFFICIAL STATEMENT AND 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 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 loint 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 and
refinancing of certain public capital improvements to the City's electric distribution system (the
"Facilities"); and
WHEREAS, it has been proposed that the Authority sell the Facilities to the City and the City
purchase such Facilities from the Authority pursuant to an Installment Purchase Agreement (the
"Installment Purchase Al:,rreement"), 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 "2004 Purchase Payments") in connection therewith; and
WHEREAS, the Authoríty and the City have determined that it would be in the best interests of
the Authonty, 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 proposed form of which has been presented to this City Council, the issuance of the
Authority s revenue bonds (the "Bonds") in the aggregate principal amount of not to exceed
$ I 55.000,000 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 City enter into a Purchase Contract (the "Purchase
Contract") with Citigroup Global Markets Inc., as underwríter (the "UnderwTiter"), the proposed form of
which has been presented to this City Council, providing for the purchase by negotiated sale of the Bonds
by the UndervvTiter; and
WHEREAS. It has been proposed that the City enter into a Continuing Disclosure Agreement (the
"Contmumg Disclosure A6rreement") wIth the Trustee. the proposed form of which has been presented to
4543X15-; 1
~
thIs CIty Council, In order to assist the UnderwrIter In complying with Securities and Exchange
CommiSSIon Rule I 5c2-12; and
WHEREAS, the City has determined that It is m 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 Bonds by the Authority
under and pursuant to the Bond Law; provided. the aggregate principal amount of the Bonds shall not
exceed S 155,000,000. The 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 and the
Public UtIlitIes Assistant General Manager-Fmance 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 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
foml 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 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 beha]f 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 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 to evidence such approval by execution of 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 of the Purchase Contract.
SECTION 4: The City Council hereby approves the Continuing Disclosure Agreement 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 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 m 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 Preliminary Official Statement relating to
the Bonds (the "Preliminary OfficIal Statement") in the form thereof on file with the City Clerk, with such
4543X2552
2
,..
additIOns thereto and changes therein as are approved by any Authorized Officer, upon consultation with
the City Attorney and Fulbright & Jaworski LL.P., Bond Counsel and Disclosure Counsel ("Bond
Counsel"). Each of the Authorized Officers IS hcreby authorized to execute and deliver a certificate
deemlllg thc PrelIminary Official Statement final for purposes of SEC Rule 1 5c2-12. Upon the pricing of
the Bonds, each of the Authorized OffIcers is hereby authorIzed to prepare and execute a final Official
Statement (the "Oftìcial 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 Underwriter in connection with the
offering and sale of the Bonds.
SECTION 6: The agreements approved in Sections I, 2, 3 and 4 of this Resolution shall, when
cxecuted and delivered pursuant to said Sections, contam such additions and changes (including additions
and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy
relating to the Bonds) as sha1l 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 1Il Sections 1, 2, 3 and 4 hereof, the following with respect to the Bonds:
(a) the aggregate principal amount of the Bonds, which sha1l not exceed
$155,000,000;
(b) the final 2004 Purchase Payment under the Insta1lment Purchase Agreement,
which shall be due and payable not later than October l, 2044;
(c)
the capital projects to be financed with the proceeds of the Bonds;
(d)
the outstanding obligations of the City to be defeased by the Bonds;
(e)
the true interest cost on the Bonds, which sha1l not exceed 6.50%;
(f) the Underwriter's discount on the Bonds, which shall not exceed 0.65% of the
principal amount thereof; and
(g) the premium for the municipal bond insurance with respect to the Bonds, which
shall not exceed 0.60°/" of the payments insured.
SECTION 7: Prior to the Crossover Date (as defined in the Installment Purchase Agreement),
the 2004 Purchase Payments and all other payments with respect to Second Lien Qualified Obligations
(as defined in the Insta1lment Purchase Agreement) shall be secured by a pledge, charge and lien upon the
Net Surplus Revenues in the Second Lien Qualified Obligations Account (as defined in the Installment
Purchase Agreement) and shall be. paid from Net Surplus Revenues in the Second Lien Qualified
Obligations Account unless otherwise paid from other sources of legally available funds. 2004 Purchase
Payments and a1l other payments with respect to Second Lien Qualified Obligations shall be equally
secured by the Net Surplus Revenues in the Second Lien Qualified Obligations Account without priority
for number or date. The Net Surplus Revenues in the Second Lien Qualified Obligations Account shall be
held III trust by the City Treasurer for the payment of the 2004 Purchase Payments and any other Second
Lien QualIfied Obligations. From and after the Crossover Date, the 2004 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
Al:,rreement) 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
454JX15-;2
3
T
Revenues shall be held in trust by the City Treasurer for the payment of the 2004 Purchase Payments and
any other Distribution System Parity Obligations
SECTION 8: 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 an 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
Bonds, to arrange for the insuring of all or any portion of the Bonds, to effect the defeasance of
obligations of the City to be defeased by the Bonds and to consummate the transactions contemplated by
the Indenture, the Installment Purchase Agreement, the Purchase Contract, the Continuing Disclosure
Agreement 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 tìnds and determines that the transfer of title to the
FacIlities 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.
454382552
4
"P
PASSED AND ADOPTED this -- 2Stì;jay of - Hay ___,2004, by the following vote:
AYES: Hayor Curt Pringle Council Hembers, Tom Tait, Shirley HcCracken,Richard Chavez
NOES: none
¿~
Mayor
ABSENT:Council Member, Bob Hernandez
[SEAL]
ATTEST:
;~...'}1l ¡L, ff'". .i
, - '-.- ., '
/ City Clerk) .
i
i
4543X15.' 1
5
,...
STATL OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
1. Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing
ResolutIon No. 2004- 80 was introduced and adopted at a regular meeting of the City Council of the
City of Anaheim duly called, noticed and held on the~5tltlay of Hay , 2004, by the following
vote of the members thereof:
AYES
COUNCIL MEMBERS:
NOES
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
AND [ FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 2004-
~~ on the 25th day of. May . 2004.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this
25th- day of May, 2004.
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2004- duly passed and adopted by the Anaheim City Council on
------ -' 2004.
CITY CLERK
4543X2:;5 1
6
T