RES-2011-052RESOLUTION NO. 2011- 052
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM (I) APPROVING THE ISSUANCE OF NOT TO
EXCEED $95,000,000 AGGREGATE PRINCIPAL AMOUNT
OF REVENUE BONDS OF THE ANAHEIM PUBLIC
FINANCING AUTHORITY; (II) APPROVING THE FORM
OF AND AUTHORIZING THE EXECUTION AND
DELIVERY 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 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 (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, it has been proposed that the Authority assist the City in the
financing of certain public capital improvements to the City's electric distribution system (the
"Distribution System Assets "); and
WHEREAS, it has been proposed 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 "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 fonn of which has been presented
to this City Council, the issuance of the Authority's Revenue Bonds, Series 2011 -A (City of
Anaheim Electric System Distribution Facilities) (the "Bonds ") in an aggregate principal amount
of not to exceed $95,000,000, under the provisions of the Bond Law, payable from certain
revenues including the Purchase Payments, for the purpose of raising funds necessary to provide
such financial assistance to the City; and
WHEREAS, it has been proposed that the City and the Authority enter into a
Purchase Contract (the "Purchase Contract') with J.P. Morgan Securities LLC, as senior
manager, and such other securities firms as may be selected by an Authorized Officer (defined
below) as underwriters (collectively, the "Underwriters "), the proposed form of which has been
presented to this City Council, providing for the purchase by negotiated sale of the Bonds by the
Underwriters; 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 Bonds by
the Authority under and pursuant to the Bond Law; provided, that the aggregate principal amount
of the Bonds shall not exceed $95,000,000. The Bonds shall be issued pursuant to the Indenture.
The City Council hereby approves the Indenture in the fonn 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 Indenture, for and in the name and on behalf of the City. The City Council
hereby authorizes the delivery and perfonnance of the Indenture.
The City Council hereby approves the issuance of the Bonds in accordance with
the terns 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 to execute, and the City Clerk is hereby authorized to attest and affix the seal
of the City to, the final fonn 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 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 to
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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 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 to execute,
and the City Clerk is hereby authorized 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 form of Preliminary Official
Statement relating to the 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., as
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 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 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 (including additions and changes necessary to satisfy the requirements of any
provider of a municipal bond insurance policy or reserve fund surety policy relating to the
Bonds) 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 Bonds:
(a) the aggregate principal amount of the Bonds, which shall not exceed
$95,000,000;
(b) the final Purchase Payment under the Installment Purchase Agreement,
which shall be due and payable not later than October 1, 2042;
(c) the yield on the Bonds, which shall not exceed 7.0% per annum;
(d) the Underwriters' discount on the Bonds, which shall not exceed 0.6% of
the principal amount thereof, and
(e) the premium for any municipal bond insurance with respect to the Bonds,
which shall not exceed 1.50% of the Bond payments insured.
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SECTION 7 : Prior to the Crossover Date (as defined in the Installment Purchase
Agreement), the 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 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. The 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 Purchase Payments and any other Qualified Obligations.
From and after the Crossover Date, the 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 Purchase
Payments and any other Distribution System Parity Obligations.
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 Bonds, to
arrange for bond insurance or a reserve fund surety policy for all or any portion of the 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
confinned.
adoption.
SECTION 9 : 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 12th day of
April, 2011, by the following vote:
AYES: Mayor Tait, Council Members Sidhu, Eastman, Galloway, Murray
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
[SEAL]
ATTEST
CITY CLERK OF TH CITY OF NAHEIM
CITY OF ANAHEIM
/ C
MAYOR 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. 2011- 052 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 April, 2011, by the
following roll call vote of the members thereof:
AYES: COUNCIL MEMBERS: Tait, Sidhu, Eastman, Galloway, Murray
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.
2011- 052 on the 12t day of April, 2011.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 13th day of April, 2011.
CITY CLERK OF THE CITY ANAHEIM
(SEAL)
I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2011- 052 duly passed and adopted by the Anaheim City Council on
April 12th 2011.
CITY CLERK OF THE CITY DF ANAHEIM
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