RES-2013-034 RESOLUTION NO. 2013- 034
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM AUTHORIZING THE EXECUTION AND DELIVERY
OF A REVOLVING CREDIT AGREEMENT WITH WELLS
FARGO BANK, NATIONAL ASSOCIATION, PAYABLE FROM
AND SECURED BY ELECTRIC SYSTEM SURPLUS REVENUES
AND WATER SYSTEM SURPLUS REVENUES
WHEREAS, the City of Anaheim (the "City ") is a municipal corporation
organized and existing under a charter duly and regularly adopted pursuant to the provisions of
the Constitution of the State of California (the "Charter "); and
WHEREAS, Section 1210 of the Charter, Ordinance No. 5032, Resolution No.
89R -295 and related ordinances and resolutions of the City provide for the City's issuance of
Electric Revenue Anticipation Notes payable from Electric System Surplus Revenues; and
WHEREAS, Section 1210 of the Charter, Ordinance No. 5376, Resolution No.
83R -169 and related ordinances and resolutions of the City provide for the City's issuance of
Water Revenue Anticipation Notes payable from Water System Surplus Revenues; and
WHEREAS, there has been presented to this City Council the form of a
Revolving Credit Agreement (the "Revolving Credit Agreement "), between the City and Wells
Fargo Bank, National Association (the "Bank "), providing for the Bank to make revolving loans
to the City payable from and secured by Electric System Surplus Revenues and Water System
Surplus Revenues as provided therein; and
WHEREAS, the amounts payable by the City under the Revolving Credit
Agreement shall be evidenced by an Electric System Taxable Note, an Electric System Tax -
exempt Note and an Electric System Taxable Term Note (collectively, the "Electric System
Notes ") and a Water System Taxable Note, a Water System Tax - exempt Note and a Water
System Taxable Term Note (collectively, the "Water System Notes "), each in substantially the
forms attached to the Revolving Credit Agreement; and
WHEREAS, the Electric System Notes shall constitute Electric System revenue
anticipation notes for all purposes under Section 1210 of the Charter and shall constitute Electric
Revenue Anticipation Notes under Ordinance No. 5032, Resolution No. 89R -295 and related
ordinances and resolutions of the City; and
WHEREAS, the Water System Notes shall constitute Water System revenue
anticipation notes for all purposes under Section 1210 of the Charter and shall constitute Water
Revenue Anticipation Notes under Ordinance No. 5376, Resolution No. 83R -169 and related
ordinances and resolutions of the City; and
WHEREAS, the City has determined that it is in the best public interest of the
City to authorize the City's execution, delivery and performance of the Revolving Credit
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Agreement and the City's issuance, execution and delivery of the Electric System Notes and the
Water System Notes and approve the transactions contemplated thereby; and
WHEREAS, the City has determined that, after giving effect to the issuance of
the Electric System Notes and the Water System Notes, the aggregate outstanding principal
amount of revenue anticipation notes authorized by Section 1210 of the Charter of the City will
not exceed, for each of such utilities, an amount equal to 25% of the gross revenue earned by the
respective utility during the immediate preceding fiscal year as set forth in the audited financial
statements of such utility for such fiscal year.
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 Revolving Credit 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 5 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
Revolving Credit Agreement, for and in the name and on behalf of the City. The City Council
hereby authorizes the delivery and performance of the Revolving Credit Agreement.
SECTION 2: The forms of the Electric System Notes and the Water System Notes as
attached to the Revolving Credit Agreement are hereby approved, notwithstanding any
requirements of Ordinance No. 5032, Ordinance No. 5376 or any related ordinances or
resolutions of the City. Each Authorized Officer is hereby authorized to execute the Electric
System Notes and the Water System Notes on behalf of the City. Each Authorized Officer, in
his or her official capacity and not personally, is hereby authorized to serve as Issuing and
Paying Agent for the Electric System Notes and the Water System Notes and is hereby
authorized to authenticate the Electric System Notes and the Water System Notes. The City
Council hereby authorizes the issuance and delivery of the Electric System Notes and the Water
System Notes.
SECTION 3: Notwithstanding the provisions of Section 3 of Resolution No. 89R -295,
Section 2 of Resolution No. 83R -169 and any related ordinances and resolutions of the City, the
tax covenants therein shall not apply to Electric System Notes other than the Electric System
Tax - exempt Note and shall not apply to Water System Notes other than the Water System Tax -
exempt Note.
SECTION 4: Resolution No. 83R -169 of the City Council is hereby amended by adding
the following Section 11:
"Section 11. Deposit to WRAN Account. Surplus Revenues
shall be transferred to the WRAN Account in each month, in
accordance with clause Second of Section 14(b) of Ordinance
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No. 5376 of the City Council, in an amount equal to the amount of
all principal of and interest on the Notes to become due and
payable prior to the end of the next succeeding month, less the sum
of (i) any amount already available in such Account for such
payment and (ii) the amount of proceeds of future Notes
anticipated by the City to be available for such payment."
SECTION 5: Each Authorized Officer is hereby authorized to determine, in connection
with the execution and delivery of the Revolving Credit Agreement, the following:
(a) the maximum principal amount that the City may borrow under the
Revolving Credit Agreement, which shall not exceed $100,000,000;
(b) the Facility Maturity Date under the Revolving Credit Agreement, which
shall be not later than January 31, 2017; and
(c) the sources of repayment of and security for the Revolving Credit
Agreement, which shall be Electric System Surplus Revenues, Water System Surplus
Revenues and other Pledged Revenues, all as described in the Revolving Credit
Agreement.
SECTION 6: The Mayor, the City Manager, the City Treasurer, the Public Utilities
General Manager, the Public Utilities Assistant General Manager— Finance and Administration,
the City Clerk 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 individually, may deem necessary or advisable in order to
consummate the transactions contemplated by the Revolving Credit Agreement and this
Resolution, and such actions previously taken by such officers, employees and agents are hereby
ratified and confirmed.
SECTION 7: 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 19th
day of February, 2013, by the following vote:
AYES: Council Members Eastman, Brandman, Murray and Kring
NOES: None
ABSENT: None
ABSTAIN: Mayor Tait
CITY OF ANAHEIM
( Z4
MAYOR OF TH CITY OF ANAHEIM
[SEAL]
ATTEST:
CLERK OF THE CITY OF AN 1 EIM
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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. 2013- 034_ was introduced and adopted at a regular meeting of the City Council
of the City of Anaheim duly called, noticed and held on the 19th day of February, 2013, by the
following vote of the members thereof:
AYES: COUNCIL MEMBERS: Eastman, Brandman, Murray and Kring
NOES : COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: Mayor Tait
AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution
No. 2013- 034 on the 19th day of February, 2013.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 20th day of February , 2013.
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CITY CLERK OF THE CITY 0 ANAHEIM
(SEAL)
I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2013- 0 3 4 duly passed and adopted by the Anaheim City Council
on this 19th day of February, 2013.
AA/L • �� %L..'
CITY LERK OF THE CITY OF NAHEIM
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