RES-2010-172 RESOLUTION NO. 2010 - 172
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM (I) APPROVING THE ISSUANCE OF NOT TO EXCEED
$35,000,000 AGGREGATE PRINCIPAL AMOUNT OF WATER
REVENUE BONDS OF THE ANAHEIM PUBLIC FINANCING
AUTHORITY; (II) APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
INSTALLMENT PURCHASE AGREEMENT, 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, 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 of costs related to public capital improvements of the City; and
WHEREAS, the City wishes to finance the acquisition and construction of certain
improvements to the City's water system (the "Water System "); and
WHEREAS, it has been proposed that the Authority assist the City in financing such
improvements to the Water System; 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 one or more series of the Authority's Revenue Bonds (Water
System Project) (the "2010 Bonds ") in an aggregate principal amount not to exceed $35,000,000
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 City finds and determines that issuing one or more series of the 2010
Bonds as taxable bonds which qualify the Authority to receive federal subsidy payments under
sections 54AA and 6431 of the Internal Revenue Code of 1986 (the "Code ") or any other
provisions of the Code that create, in the determination of any Authorized Officer (as defined
below), a similar direct -pay subsidy program (collectively, the "Build America Bonds "), could
produce economic benefits for the City; and
WHEREAS, it has been proposed that the Authority purchase components of the Water
System in consideration for providing the proceeds of the 2010 Bonds to the City, and that the
City 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,
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 to the Authority in connection
therewith, which payments will be used by the Authority to pay debt service on the 2010 Bonds;
and
WHEREAS, to provide for the negotiated sale of the 2010 Bonds, the proposed form of a
purchase contract for the 2010 Bonds (the "Purchase Contract "), by and among the Authority,
the City and E.J. De La Rosa & Co. Inc. (the "Underwriter "), has been presented to this City
Council; and
WHEREAS, there has been prepared a proposed form of preliminary official statement
describing the 2010 Bonds and related matters (the "Preliminary Official Statement"); and
WHEREAS, the City has determined that it is in the best interests 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: Approval of 2010 Bonds. The City Council hereby approves the issuance
of the 2010 Bonds by the Authority under and pursuant to the Bond Law; provided that the
aggregate principal amount of the 2010 Bonds shall not exceed $35,000,000.
SECTION 2: Installment Purchase Agreement. 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 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 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 behalf of the City. The City Council hereby
authorizes the delivery and performance of the Installment Purchase Agreement.
SECTION 3: Continuing Disclosure Agreement. 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
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and on behalf of the City. The City Council hereby authorizes the delivery and performance of
the Continuing Disclosure Agreement.
SECTION 4: Purchase Contract. The proposed form of the Purchase Contract,
providing for the negotiated sale of the 2010 Bonds by the Authority, submitted to this City
Council and on file with the City Clerk, and the terms and conditions of the Purchase Contract,
which are hereby incorporated by reference, are hereby authorized and approved. Each
Authorized Officer is hereby authorized and directed to sell the 2010 Bonds to the Underwriter,
or such other underwriting firm or firms as such Authorized Officer may select, pursuant to the
Purchase Contract with the Underwriter's discount or compensation not to exceed 0.7% of the
principal amount of the 2010 Bonds sold thereunder and to execute and deliver the Purchase
Contract, in substantially said form with such additions, deletions or changes therein as shall be
approved by any Authorized Officer, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 5: Preliminary Official Statement; Official Statement. The City Council
hereby approves 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 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 2010 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 Financial Advisor and the
underwriters of the 2010 Bonds in connection with the offering and sale thereof.
SECTION 6: Parameters of 2010 Bonds. The documents approved in Sections 2 and 3
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 and 3 hereof, the following with respect to the
2010 Bonds:
(a) the aggregate principal amount of the 2010 Bonds, which shall not exceed
$35,000,000;
(b) the final 2010 Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2042;
(c) the yield on the 2010 Bonds, which, with respect to the 2010 Bonds that
are Build America Bonds, if any, shall not exceed eight percent (8.00 %) per annum, and, with
respect to the 2010 Bonds that are not Build America Bonds, if any, shall not exceed six percent
(6.00 %) per annum.
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SECTION 7: Build America Bonds Compliance Policy. The City Council hereby
approves the Build America Bonds Compliance Policy (the "BABs Policy ") in the form on file
with the City Clerk, together with such additions thereto and changes therein as are approved by
Fulbright & Jaworski L.L.P., Bond Counsel to the City and the Authority. The Authorized
Officers and every other officer, employee and agent of the City are authorized and directed to
observe and carry out the BABs Policy.
SECTION 8: General Authorization. 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 and on behalf 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 2010 Bonds and to consummate the transactions contemplated by the
Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the
Purchase Contract, the BABs Policy and this Resolution, and such actions previously taken by
such officers, employees and agents are hereby ratified and confirmed.
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SECTION 9: Effective Date. This Resolution shall take effect from and after its date of
adoption.
THE FOREGOING RESOLUTION was approved and adopted by the City of the City of
Anaheim at a regular meeting of said City Council held on the 12th day of October, 2010, by the
following roll call vote:
AYES: Mayor Pringle, Council Members Sidhu, Hernandez, Galloway, Kring
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
CITY OF ANAHEIM
a llotoe
MAYOR OF THE C O NAHEIM
[SEAL]
ATTEST:
AAA &AP f ik....4■
CITY CLERK OF THE CITY OF ANAHEIM
79511.1
5
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. 2010- 172 was introduced and adopted at a regular meeting of the City Council
of the City of Anaheim duly called, noticed and held on the 12th day of October, 2010, by the
following roll call vote of the members thereof:
AYES: COUNCIL MEMBERS: Mayor Pringle, Council Members Sidhu,
Hernandez, Galloway, Kring
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. 2010- 172 on the 12th day of October, 2010.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 12th day of October, 2010.
A d
/44„Lt.A___,111,111L,A
Linda N. Andal, City Cl: k
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. 2010- 172 duly passed and adopted by the Anaheim City Council
on October 12, 2010.
All■
4.„ _Kew 411P
Linda N. Andal, City Cle
of the City of Anaheim
AFFIDAVIT OF PUBLICATION
STATE OF CALIFORNIA, )
) ss.
County of Orange )
I am a citizen of the United States and a resident of
the County aforesaid; I am over the age of
eighteen years, and not a party to or interested in
the above entitled matter. I am the principal clerk
of The Orange County Register, a newspaper of
general circulation, published in the city of Santa
Ana, County of Orange, and which newspaper has Proof of Publication of
been adjudged to be a newspaper of general RESOLUTION NO. 2010-072
circulation by the Superior Court of the County of 1 CI RESOLUTION N ITS
INTENTIONTO
VACATE CERTAIN PUBLIC STREETS, HIGHWAYS
Orange, State of California, under the date of AND 1550 No. A+ —
1/18/52, Case No. A- 21046, that the notice, of BE if RESOLVED that the City Council of the City of
Anaheim does hereby declare its Intention to vacate the fol-
lowing public streets, highways and service easements pur-
which the annexed is a true printed copy, has been auam to the PI Streets, and Setvice E aea
mee Vacation Law (PaA 3 Of ken 9 of the Streets and
Highways Code); to-wit
published in each regular and entire issue of said
'The abandonment of that certain real property locat-
ed in the City of Anaheim, County of Orenp, State
newspaper and not in any supplement thereof on of California, described wren easement for road
and public utilib over the southerlv five
the following dates, to wit: 05) fees of de , rr 5 N3, axes 88 per Gram
seat recorded sr Book 4H63, Page 588 of OfNotal
Records in the Office of the County Recorder of
said County, as shown in Exhibit "A ", attached here-
to and incorporated herein by this reference.
July 2, 2010 BE IT FURTHER RESOLVED that ail persons Interested
I th proposed vacation will be heard at a Bearing to be
held at 5:30 P.M. or as aocn thereafter as the matter may be
heard, in the Chembsn Counf cated in the
Civic Ce nter l ocated at 200 of the C South aim o Bou Ana-
"I certify (or declare) under the penalty of perjury helm, California 92005, on July 20, 2010.
THE FOREGOING RESOLUTION is -approved end
under the laws of the State of California that the adopted by the City Council of the City of Anaheim this
22nd day of June , 2010, by the foUowtng roihcell vote:
foregoing is true and correct": AYES: W u i r a i n ci e l i grbers Sldhu,
Executed at Santa Ana, Orange County, NOES: NONE
California, on ABSTAIN: NONE
ABSENT: NONE
Date: July 2, 2010 �� �OF�sEIM
MAV`OR O CITY OF ANAHEIM
ATTEST:
/al Linda N. Andel
CITY CLERK OF THE CITY OF ANAHEIM
Aelo j j __ Exh(bk A° le available for a end revw t this C it y
Clerk Ofice 2005. Anaheim col Blvd., Anaheiexn, a CA 92005
Signature ( Monddy` .
Publish: Orange County Register July 2, 2010 W-1093
.' The Orange County Register
625 N. Grand Ave.
Santa Ana, CA 92701
(714) 796 -7000 ext. 2209
PROOF OF PUBLICATION
AFFIDAVIT OF PUBLICATION
STATE OF CALIFORNIA, )
) ss.
County of Orange )
I am a citizen of the United States and a resident of
the County aforesaid; I am over the age of
eighteen years, and not a party to or interested in
the above entitled matter. I am the principal clerk
of The Orange County Register, a newspaper of
general circulation, published in the city of Santa
Ana, County of Orange, and which newspaper has Proof of Publication of
been adjudged to be a newspaper of general RESOLUTION NO. 2010-072 -
circulation by the Superior Court of the County of A RESOLUnON of THE city COUNCIL Of THE
GITY OF ANAHE DE CL A RIN G ITS INTENTION TO
VACATE cenoktu PUBUC STREETS, HIGHWAYS
Orange, State of California, under the date of oDitea, d No. ABA 2010-
1/18/52, Case No. A- 21046, that the notice, of BE If RESOLVED. that the C Council of the City of
Anaheim does hereby declare its to vacate the fol-
lowing public streets, highways and services easements pur-
which the annexed is a true printed copy, has been s ;t.Vac Public 1p 3 of�,tB9 and f the Streets end
Highways Code); to-wit
published in each regular and entire issue of said he abandonment of that certain real Property locat-
ed in the City of Anaheim, /jay of Orange, Slate
newspaper and not in any supplement thereof on of Caltfomia, described swan easement for road
and public utility purpo over the southerly live (5) feet of Lot 2t " pf Trs�t No. '7725 Cie lie r Z? I
iart
the following dates, to wit: Deed recorded 1 Book atfa3: Pag 588 of OMe ia l
Records in the Office of the County Recorder of
said
o and nco herein Exhibit ef erreenCe. here BE July 2, 2010 in the FURTHER RESOLVED that
i ell persons ed
hel at 5:30 P.M. or as soon there Cie the m atte r may be
heard, in the Champs of the Clty Counc Bo l located in the
' Civic located 200 South el ,'
"I certify (or declare) under the penalty of perjury helm, Ce nter at Califomla 9200 on July 20, 2010. m ulev Ana -
ard
THE FOREGOING RESOLUTION is approved and
under the laws of the State of California that the adopted da of June , 2010, ` the AV rat vote: �
foregoing is true and correct ": AYES: Mayor t Members Sidhu,
Hernandez, owey and Kring
Executed at Santa Ana, Orange County, NOES: NONE
California, on ABSTAIN: NONE
ABSENT: NONE cite OF ANAHEIM
Date: July 2, 2010 / MA OF THE COY OFANAHEIM
ATTEST:
/s/ Unda N. Andel
CITY CLERK OF THE CITY OF ANAHEIM
/.� Exhibit "A" is available for cop/ and review at the C
/ clerk's Office, 200 S. Anaheim "Blvd., Anaheim, CA
Signature : p y ^8:001ant -- 5:O0 pm. -
Iiubiish: tkenge Orally Register _July2, 2010 8-1093
The Orange County Register
625 N. Grand Ave.
Santa Ana, CA 92701
(714) 796 -7000 ext. 2209
PROOF OF PUBLICATION