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RES-2016-008RESOLUTION NO. 2016-008 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 SUBORDINATE REVENUES OF THE ELECTRIC SYSTEM AND THE WATER SYSTEM 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, the City and Wells Fargo Bank, National Association (the "Bank") have heretofore entered into a Revolving Credit Agreement (the "Existing Revolving Credit Agreement"), which provides 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, in order to refinance the debt incurred under the Existing Revolving Credit Agreement and to extend the term of the facility for five years, there has been presented to this City Council the form of a new Revolving Credit Agreement (the "Revolving Credit Agreement"), between the City and 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 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 by any Authorized Officer (as defined below), 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 and directed to execute, and the City Clerk is hereby authorized and directed 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, together with such additions and changes thereto as are approved by any Authorized Officer, 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 and directed 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 54219100.4/113479 2 System Tax-exempt Note and shall not apply to Water System Notes other than the Water System Tax-exempt Note. SECTION 4: Each Authorized Officer is hereby authorized to cause, upon and after the execution and delivery of the Revolving Credit Agreement, amounts to be borrowed from time to time under the Revolving Credit Agreement; provided that the maximum principal amount that the City may borrow under the Revolving Credit Agreement shall not exceed $100,000,000. SECTION 5: 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, without limitation, 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 and perform 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 6: This Resolution shall take effect from and after its date of adoption. 54219100.4/113479 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 12thday of January, 2016, by the following vote: AYES: Mayor Tait and Council Members Kring, Murray, Brandman, and Vanderbilt NOES: None ABSENT: None ABSTAIN: None CITY OF ANAHEIM MA OR OFT E CITY OF ANAHEIM [SEAL] ATTEST: pw'�Okqf � - CITY CLERK OF THE CITY OF JANAHEIM 54219100.4/113479 4 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. 2016- 0 0 8 was introduced and adopted at a regular meeting of the City Council of the City of Anaheim duly called, noticed and held on the 1 2tnday of January, 2016, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Mayor Tait and Council Members Kring, Murray, Brandman, and Vanderbilt 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. 2016-o 0 g on the 1 2 tY lay of January, 2016. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 14 th day of January, 2016. (SEAL) I, Linda N. Andal, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2016- 0 0 8 duly passed and adopted by the Anaheim City Council on this 1 2 j7oay of January, 2016. - "B�s CITY CLERK OF THE CITY OF ANAHEIM 54219100.4/113479 5