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RES-2017-167RESOLUTION NO. 2017- 167 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I) APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A REMARKETING STATEMENT FOR THE REVENUE BONDS, SERIES 2015-A (CITY OF ANAHEIM ELECTRIC SYSTEM DISTRIBUTION FACILITIES) (SECOND LIEN QUALIFIED OBLIGATIONS) OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY; AND (II) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Anaheim (the "City") is a Member of the California Municipal Finance 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 Authority's 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, the Authority has heretofore assisted the City in financing certain public capital improvements to the City's electric distribution system through the issuance of the Authority's Revenue Bonds, Series 2015-A (City of Anaheim Electric System Distribution Facilities) (Second Lien Qualified Obligations) (the "2015-A Bonds") in the aggregate principal amount of $50,000,000 under the provisions of the Bond Law; and WHEREAS, the 2015-A Bonds are subject to periodic remarketing and the City has selected J.P. Morgan Securities LLC (the "Remarketing Agent") to serve as remarketing agent for the 2015-A Bonds; and WHEREAS, the 2015-A Bonds will be offered for sale through an official statement; and WHEREAS, there has been placed on file with the Acting City Clerk a proposed form of preliminary remarketing statement (the "Preliminary Remarketing Statement") to be used by the Remarketing Agent in connection with the remarketing of the 2015-A Bonds; 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 Preliminary Remarketing Statement relating to the 2015-A Bonds (the "Preliminary Remarketing Statement") in the form thereof on file with the Acting City Clerk, with such additions thereto and changes therein as are approved by the Mayor, the Interim 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"), upon consultation with the Acting City Attorney and Norton Rose Fulbright US LLP, Bond Counsel and Disclosure Counsel ("Bond Counsel"). Upon the pricing of the remarketed 2015-A Bonds, each of the Authorized Officers is hereby authorized to prepare and execute a final Remarketing Statement (the "Remarketing Statement"), substantially in the form of the Preliminary Remarketing Statement, with such additions thereto and changes therein as approved by any Authorized Officer, upon consultation with the Acting City Attorney and Bond Counsel. The City Council hereby authorizes the distribution of the Preliminary Remarketing Statement and the Remarketing Statement by the Remarketing Agent in connection with the remarketing of the 2015-A Bonds. Section 2. The Mayor, the Interim City Manager, the Public Utilities General Manager and the Public Utilities Assistant General Manager—Finance and Administration, the City Treasurer, the Acting City Attorney and the Acting 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 remarketing of the 2015-A Bonds, and to consummate the transactions contemplated by this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. Section 3. This Resolution shall take effect from and after its date of adoption. 29196719.3/125639 2 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 5t1' day of December, 2017, by the following vote: AYES: Mayor Tait and Council Members Vanderbilt, Murray, Barnes, Moreno,Kring and Faessel NOES: None ABSENTNone ABSTAIN: None CITY OF ANAHEIM MAYOR OF THE CITY OF ANAHEIM [SEAL] ATTEST: OF THE CITY OF ANAHEIM 29196719.3/125639 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2017-167 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 511 day of December, 2017 by the following vote of the members thereof: AYES: Mayor Tait and Council Members Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of December, 2017. ACTING CITY CLARK OF THE CITY OF ANAHEIM (SEAL)