2005-173CITY OF ANAHEIM RESOLUTION N0.2005- 173
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA (n APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION OF A FIRST
SUPPLEMENTAL INDENTURE, AN AMENDED AND
RESTATED REMARKETING AGREEMENT AND OTHER
RELATED DOCUMENTS; (II) APPROVING THE DELIVERY OF
A PRELIMINARY REOFFERING CIRCULAR AND A
REOFFERING CIRCULAR; AND (III) APPROVING CERTAIN
ACTIONS IN CONNECTION THEREWITH
WHEREAS, the Anaheim Public Financing Authority (the "Authority") has previously issued its
Distribution System Revenue Bonds, Series 1999 (City of Anaheim Electric System Distribution
Facilities) (the "Bonds") in the aggregate principal amount of $45,000,000 pursuant to an Indenture of
Trust, dated as of September 1,1999, by and among the Authority, the City of Anaheim (the "City"} and
The Bank of New York Trust Company, N.A. (as successor to Harris Trust Company of California), as
trustee; and
WI-IEREAS, the Bonds were originally issued bearing interest at a Long-Term Interest Rate from
the dated date of the Bonds to but not including October 1, 2005 (the "Conversion Date"); and
WHEREAS, on the Conversion Date, the Authority intends to convert the interest rate on the
Bonds to another Long-Term Interest Rate and will cause the Bonds to be remarketed in accordance with
the terms of the Indenture; and
WHEREAS, in order to make certain changes regarding the Long-Term Interest Rate and
optional redemption provisions therein, the City intends to amend the Indenture by executing and
delivering a First Supplemental Indenture of Trust (the "First Supplemental Indenture"), the proposed
form of which has been presented to this City Council; and
WHEREAS, in order to set the remarketing fee far the remarketing and sale of the Bonds on the
Conversion Date and to add one or more underwriting firms to serve as remarketing agents thereunder,
the City intends to amend the Remarketing Agreement relating to the Bonds by executing and delivering
an Amended and Restated Remarketing Agreement (the "Amended and Restated Remarketing
Agreement"), the proposed form of which has been presented to this City Council; 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, California does hereby resolve,
determine and order as follows:
SECTION 1: The City Council hereby approves the First Supplemental Indenture in the form
thereof on file with the City Clerk, together with such additions thereto and changes therein as shall have
been approved by the Authorized Officers (as defined below), such approval to be conclusively evidenced
by the execution and delivery thereof; provided, however, that the interest rate on any maturity of the
Bonds shall not exceed S.SO% per annum.
45635543.2
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 First Supplemental Indenture, for
and in the name and on behalf of the City. The City Council hereby authorizes the delivery and
performance of the First Supplemental Indenture.
SECTION 2: The City Council hereby approves the Amended and Restated Remarketing
Agreement in the form thereof on file with the City Clerk, together with such additions thereto and
changes therein as shall have been approved by an Authorized Officer, such approval to be conclusively
evidenced by the execution and delivery thereof; provided that the total remarketing fee shall not exceed
0.6% of the principal amount of the Bonds remarketed. The City Council hereby authorizes the Bonds to
be remarketed at a premium such that the total proceeds of remarketing shall not exceed $45,500,000.
Each of the Authorized Officers is 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 Amended and Restated Remarketing
Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the
delivery and performance of the Amended and Restated Remarketing Agreement.
SECTION 3: The City Council hereby approves the Preluninary Reoffering Circular relating to
the Bonds (the "Preliminary Reoffering Circular") 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 that
deems the Preliminary Reoffering Circular to be 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
Reoffering Circular (the "Reoffering Circular"), substantially in the form of the Preliminary Reoffering
Circular, 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 Reoffering Circular and the Reoffering Circular by the Remarketing
Agents in wnnection with the offering and sale of the Bonds.
SECTION 4: The Mayor, the City Manager, the Public Utilities General Manager, 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 reoffering and sale of
the Bonds, and to consummate the transactions contemplated by the First Supplemental Indenture, the
Amended and Restated Remarketing Agreement and this Resolution, and such actions previously taken
by such officers, employees and agents are hereby ratified and confirmed.
SECTION 5: This Resolution shall take effect from and after its date of adoption.
45635543.2 ~
PASSED AND ADOPTED this 23rd day of August, 2005, by the following vote:
AYES: Mayor Pringle, Council Members Sidhu, Hernandez, Galloway, Chavez
NOES: None
ABSENT: None
M or
[SEAL]
i
ATTEST: L
City Jerk
45635543.2 3
STATE OF CALiFORNL4
COUNTY OF ORANGE
CITY OF ANAHEIM
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing
Resolution No. 2005- 173 _ was introduced and adopted at a regular meeting of the City Council of the
City of Anaheim duly called, noticed and held on the23 day of August, 2005, by the following vote of the
members thereof:
AYES: COUNCIL MEMBERS: Mayor Pringle, Council Members Sidhu, Hernandez,
Galloway, Chavez
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No, 2005-
~_ on the 23rdday of August, 2005.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this
23rd day of August, 2005.
r~
CYrY CLERK F CITY OF ANAHEIM
(SEAL)
I, Sheryll A. Schroeder, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2005- 173 duly passed and adopted by the Anaheim City Council on
August ?~ 2005.
~~ ,
' TTY CLERK
45635543.2 4