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4252ORDINANCE NO. 4252 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA, PROVIDING FOR THE PROCEDURES FOR THE ISSUANCE AND SALE OF $92,0,00,0.00 ELECTRIC REVENUE BOND ANTICIPATION NOTES OF SAID CITY AND PROVIDING THE TERMS AND CONDITIONS OF SAID NOTES. WHEREAS, .the City of Anaheim 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; and WHEREAS, pursuant to Section 1210 of the Charter of the City and Resolution No. 81R-138 of the City Council of the City, a special municipal election was held in the City on June 2, 1981, for the purpose of submitting to the qualified voters of the City the following proposition (the "Proposition"): "In order to obtain substantial savings and provide more economical electric service, shall the City of Anaheim be authorized to finance the construction and acquisition of facilities, property and rights re- lated to the San Onofre Nuclear Generating Station and the generation and transmission of electric energy by issuing revenue bonds and revenue bond anticipation notes, ,and any combination thereof, not payable from property taxes, in an aggregate principal amount out- standing in accordance with their terms at any one time not to exceed $92 million?"; and WHEREAS, the Proposition was approved by the votes of more than a majority of all the voters voting on the Proposition at the Election (as hereinafter defined); and WHEREAS, pursuant to the Election,.Section 1210 of the Charter was amended to provide as follows: "Notwithstanding the foregoing, the City may sell and issue at any time and from time to time revenue bond anticipation notes (including renewal revenue bond anticipation notes) in anticipation of the revenue bonds authorized by the voters on June 2, 1981; pro- vided that the aggregate principal amount of such revenue bond anticipation notes and revenue bonds outstanding in accordance with their terms at any one time shall not exceed $92 million. Such revenue bond anticipation notes may be sold, issued and secured in such manner and subject to such terms and conditions as the City Council may prescribe by ordinance; provided that such revenue bond anticipation notes shall not constitute an indebtedness or general obligation of the City of Anaheim and are not to be secured by the taxing power of said City"; and WHEREAS, such Charter, as amended, and the Resolution authorize the issuance of $92,000,000 aggregate principal amount of City of Anaheim Electric Revenue Bonds; and WHEREAS, such Charter, as amended, authorizes the issuance of $92,000,000 aggregate principal amount of Electric Revenue Bond Anticipation Notes in anticipation of the sale of the Bonds, and none of the Bonds have been sold or issued; and WHEREAS, the City Council is desirous of issuing notes in anticipation of the sale of the Bonds for the purposes authorized by the Election; and WHEREAS, Section 1210 of the Charter requires that the City Council prescribe by ordinance the manner of the issuance, sale and security of the Notes and the procedure to be followed for the determination of the terms and conditions of the Notes; NOW, THEREFORE, THE COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: Section 1. Definitions. As used in this Ordinance: (a) "Agreements" shall mean the Issuing and Paying Agent Agreement, the Dealer Bank Agreement and the Revolving Credit Agreement that are to be authorized by resolution of the City Council. (b) "Authorized Person" shall mean the Public Utilities General Manager of the City, unless he is unavailable, then it shall be the Management Services Manager of the Public Utilities Department of the City; unless they are unavailable, then it shall be the City Treasurer; unless they are unavailable, then it shall be the Finance Director of the City, and such other officers as may be designated by resolution of the Council pursuant to Section 12. As used in this definition, "unavailable" shall mean that by the sooner of the close of business on the day a Determination is -2- required, or four hours prior to the time such Determination is necessary, (a) the Authorized Person cannot be contacted, or (b) if contacted, is otherwise unavailable to make a Determination. (c) "Bonds" shall mean the $92 million City of Anaheim Electric Revenue Bonds authorized by the Election. (d) "Charter" shall mean the Charter of the City. (e) "City" shall mean the City of Anaheim, California. (f) "Determination" shall mean the telephonic, telex or other communication or written instructions given or delivered to the Issuing and Paying Agent by an Authorized Person pursuant to Section 7 hereof. Any instructions given by telephone or telex or any other non -written instructions shall be confirmed in writing within 24 hours. (g) "Election" shall mean the special municipal election held on June 2, 1981 authorizing the issuance of the Bonds and the Notes. (h) "Electric System" shall mean the entire electric system of the City, including all improvements later constructed or acquired. (i) "Issuing or Paying Agent" shall mean the entity appointed by resolution of the City Council, and any successor to such entity. (j) "Note" or "Notes" shall mean the revenue bond antici- pation notes authorized by the Election, including any renewals thereof. (k) "Resolution" shall mean the Resolution of the City Council, adopted August 18, 1981, authorizing the issuance of the Bonds,.as the same may be amended from time to time. Section 2. Creation, Amount, Designation and Purpose of Issue. In accordance with the terms of Section 1210 of the Charter, there is hereby prescribed a procedure for the sale, security and issuance from time to time of Notes in an amount not exceeding at any one time $92,000,000, to be known as "City of Anaheim Electric Revenue Bond Anticipation Notes" on such terms and conditions as are hereinafter set forth, for the purpose of financing the construction and acquisition of facilities, property and rights related to the San Onofre Nuclear Generating Station and the generation and transmission of electric energy. Section -3- 1210 of the Charter and the Proposition authorize the renewal from time to time of any outstanding Notes issued hereunder so long as the maximum principal amount of Bonds and Notes outstanding in accordance with their terms at any one time does not exceed $92,000,000. Section 3. Findings and Determinations. The City Council hereby finds and determines: (a) Project and Financing as Municipal Affair. The financing by the City through the Bonds and Notes of the con- struction and acquisition of facilities, property and rights - related to the San Onofre Nuclear Generating Station and the generation and transmission of electric energy is a municipal affair of the City. (b) Conformity with Charter. That this Ordinance authorizing the Notes in all respects conforms with the pro- visions of Section 1210 of the Charter; and (c) Existence of Prerequisites. That upon the issuance of the Notes any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened and will have been performed, in due time, form and manner, as required by the Constitution and the Charter. Section 4. Terms and Conditions. The Notes shall be issued in such principal amount or amounts, be of such denomi- nation or denominations, shall bear such number or numbers, shall bear such date or dates of issue and maturity or maturities and such rate or rates of interest, as specified in a Determination given or delivered to the Issuing and Paying Agent pursuant to Section 7 hereof. Unless the City Council shall otherwise direct by resolution adopted prior to the issuance of the Notes so to be affected, the Notes shall bear interest from their date, shall be issued in bearer form (but if directed by a Determination from an Authorized Person, the Issuing and Paying Agent shall strike the word "bearer" and insert the name of a payee), without coupons, in a minimum denomination of $50,000. The Notes shall be con- secutively numbered, shall be dated the date of their issuance, and interest shall be payable at the Notes' respective maturity dates. The Notes shall otherwise have such terms and conditions as shall be set forth in a Determination to be delivered pur- suant to Section 7 hereof in connection with the issuance of -the Mm Notes; provided, however, that unless the City Council shall adopt and deliver an ordinance or resolution amending the following provisions, no Note: (i) shall bear interest at an annual rate (calculated on the basis of a 360 -day year) resulting in a net interest cost of greater than 15% per annum (except that any Note issued pursuant to the Revolving Credit Agreement referred to in Section 16 shall bear interest at a rate, which may vary from time to time, equal to sixty (60%) percent of the rate of interest publicly announced from time to time by the Bank of America National Trust and Savings Association in San Francisco as its prime rate), and (ii) shall mature more than two years from the date of issuance thereof. Section 5. Sources of Payment. As provided in Section 1210 of the Charter, the Notes shall not constitute or evidence indebtedness of the City and are not secured by the taxing power of the City, but shall constitute and evidence only indebtedness of the Electric System, payable both as to principal and interest out of: (1) the proceeds of the sale of the Bonds; (2) the proceeds of the sale of Notes issued pursuant to this or subsequent ordinances under Section 1210 of the Charter; (3) sums advanced under bank lines of credit drawn pursuant to the revolving credit agreement referred to in Section 16 or any amendment, supplement or extension thereof; or (4) sums paid to the City by Southern California Edison Company pursuant to the Purchase Price re- payment provision of the letter agreement governing the purchase by the City of an additional 1.5% ownership interest in San Onofre Nuclear Generating Station Units 2 and 3. Nothing herein will be deemed to limit the right of the City, at its sole discretion, to pay the Notes from any other lawfully available source of funds permitted by Section 1210 of the Charter. Section 6. Medium, Place of Payment. The Notes shall be payable both as to principal and interest, in lawful money of the United States of America, at the principal corporate trust office of the Issuing and Paying Agent, or any successor thereto, as more fully provided in Section 14 hereof. -5- Section 7. Public or Private Sale, Delivery, Maturities and Interest Rates. Notes may be sold and issued through public or private sale, at such time, in such amounts, with such maturities, at such rates of discount or interest, or both, at the purchase price and with such other terms and conditions as may be fixed at the time of sale by an Authorized Person in accordance with this Ordinance or with any subsequent amendatory ordinance or resolution. The Notes shall be completed and delivered by the Issuing and Paying Agent in accordance with a Determination of any Authorized Person. A copy of the resolution appointing any Authorized Person other than the ones hereinafter appointed shall be delivered to the Issuing and Paying Agent. The Determination shall specify such principal amounts, denominations, numbers, dates of issue, maturities, rates of discount or interest, or both, and the purchase price of the Notes, the terms and conditions of payment, a request that the Issuing and Paying Agent authenticate such Notes by manual signature of its authorized officer and deliver them to the purchaser thereof upon receipt of payment as specified and such other terms and conditions, as may be fixed by any Authorized Person at the time of sale of the Notes. Section 8. Negotiability. The Notes shall be negotiable and payable to Bearer unless registered pursuant to the provisions of Section 4 hereof, and the City and the Issuing and Paying Agent may treat the bearer thereof as the absolute owner of any such Note for the purpose of receiving payment thereof and for all other purposes, ,and neither the City nor the Issuing and Paying Agent shall be affected by any notice or knowledge to the contrary. Section 9. Form. The Notes shall be printed substantially in the form annexed hereto, marked Exhibit A, which form is hereby approved and adopted as the form of the Notes, with such appropriate variations, omissions and insertions as are permitted or required by this ordinance, or any resolution or ordinance amendatory or supplementary hereto. Section 10. Execution. The Notes shall be signed on behalf of the City by the Mayor and the City Clerk. The signatures of the Mayor and the City Clerk upon the Notes shall be by facsimile. Nevertheless, before the delivery of the Notes, the City Council, by resolution, may authorize and direct any other officer or representative of the City to sign the Notes, in lieu of either or both of the officers or representatives above named, and may direct that such signatures shall be a manual or a facsimile thereof. In case any officer or representative of the City who shall have signed any of the Notes (including new Notes issued pursuant to the provisions hereof with reference to lost, destroyed, or mutilated Notes), or a facsimile of whose signature shall be used thereon, shall cease to be such officer or representative, before such Notes so signed shall have been actually issued, the Notes shall be valid nevertheless and may be issued by the City with the same effect as though the person who had signed the Notes had not ceased to be such officer or representative. The Notes shall, however, not be executed and valid unless and until they shall have been authenticated by being manually countersigned by the Issuing and Paying Agent. Section 11. No Personal Recourse on the Notes. Neither the members of the Council nor the Electric System nor any person executing the Notes or making a Determination shall be liable personally thereon or by reason of the issuance thereof, and no recourse shall be had for the payment of the principal of or interest on the Notes or for any claim based thereon or on this ordinance against any member of the Council or the Electric System, or any officer or employee of either, or any person executing the Notes or making a Determination. Section 12. Authority of Officers. All Authorized Persons are, and each of them hereby is, appointed and authorized to execute such documents, instruments and papers, and to open such bank accounts, and to do such other acts and things, as may be necessary or advisable in connection with the sale and issuance from time to time of the Notes and the deposit and investment of the proceeds thereof. The City may by resolution designate different officers to be eligible to be the Authorized Person and may designate different priorities for such officers' becoming the Authorized Person. Section 13. Security for the Notes. The Notes are unsecured notes of the City payable solely from the sources of payment set forth in Section 5. No specific revenues or assets of the City are pledged to the payment of the Notes and the Notes are not payable from taxes. Section 14. Appointment of Issuing and Paying Agent and the Agreement Therefor. Prior to the issuance of any of the Notes, ,the City Council by resolution shall designate an Issuing and Paying Agent for the payment of principal of and interest on the Notes in accordance with the Issuing and Paying Agent Agreement to be entered into pursuant to such resolution. Such Issuing and Paying Agent will be directed and authorized by such resolution to pay the interest on the principal of the Notes when due, from an account (the "Note Account") on its books in the name of the City. The City will deposit funds in the Note Account at such time and in such amounts to provide sufficient funds to pay the principal -7- and interest due on Notes on the day on which they respectively mature and come due, which payment shall be in accordance with the terms of the Notes and this ordinance. The City Council shall not be precluded from removing the Issuing and Paying Agent and appointing one or more successors thereto, or appointing additional firms to act as an Issuing and Paying Agent, all without notice to or the consent of any Note holder. Section 15. Dealer Bank Agreement. Prior to the issu- ance of any of the Notes, the City Council by resolution shall designate a Dealer Bank in accordance with a Dealer Bank Agreement to be approved by such resolution of the City Council. Pursuant to the Dealer Bank Agreement said dealer bank may from time to time purchase Notes from the City or arrange for the sale of Notes by the City for a fee as will be more particularly set forth in such Agreement. Section 16. Revolving Credit Agreement. Prior to the issuance of any of the Notes, the City Council by resolution shall designate a commercial bank in accordance with a Revolving Credit Agreement to be approved by such resolution of the City Council. Pursuant to the Revolving Credit Agreement said bank will provide for revolving credit loans by such bank to the City in an amount outstanding at any one time not to exceed $92,000,000. Section 17. Approval of Agreements. The City Council will approve the terms and conditions of the Agreements pursuant to one or more subsequent resolutions. Section 18. Notes and Ordinance to Constitute Contract; Remedies. The provisions of the Notes and of this ordinance shall constitute a contract between the City and the Note holders, and such provisions shall be enforceable by mandamus or any other appropriate suit, ,action or proceeding at law or in equity in any court of competent jurisdiction. Section 19. Disposition of Proceeds of Notes. There is hereby established a separate fund in the City Treasury for the purpose of assuring the application of the proceeds received from the sale of the Notes for the purpose for which the same are to be issued as specified in Section 2 of this ordinance, which separate fund is hereby designated as the "Short-term Notes Fund" (hereinafter referred to as the "Note Fund"). The City shall, immediately upon receiving the proceeds of the sale of the Notes, place in the Note Fund all proceeds from such sale excluding any accrued interest which shall be placed in the Note Account. 11:0 The money set aside and placed in the Note Fund shall remain therein until from time to time expended for the purpose for which the Notes were issued, including the reimbursement of other funds of the City for expenditures therefrom for purposes for which the Notes were issued, made after the date of adoption of this ordi- nance, and shall not be used for any other purpose whatsoever, except for termporary investment thereof in any obligations in which the City may lawfully invest its funds. Section 20. Custody of Notes and Receipt and Deposits of Proceeds. All Notes surrendered to the Issuing and Paying Agent upon the maturity thereof shall be cancelled by said Issuing and Paying Agent and forthwith transmitted to the City, and the City shall thereafter have the custody of all thereof. In all the matters provided for in this Section, the City shall act through an Authorized Person or through such officer or representative as may from time to time be designated by the City Council. Section 21. Mutilated, Lost, Stolen or Destroyed Notes. In the event any Notes are mutilated, lost, stolen, or destroyed, the City may execute and the Issuing and Paying Agent may authenticate a new Note of like principal amount, interest rate, date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Notes such mutilated Notes shall first be surrendered to the Issuing and Paying Agent and in the case of any lost, stolen or destroyed Notes, there shall be first furnished to the Issuing and Paying Agent evidence of such loss, theft or destruction satisfactory to the Issuing and Paying Agent together with indemnity satis- factory to the Issuing and Paying Agent. In the event any such Note shall have matured, instead of issuing a duplicate Note the City may pay the same without surrender thereof. The City may charge the holder or owner of such Note with its reasonable fees and expenses in connection therewith. Section 22. Fiscal and Other Agents. In furtherance of the purposes of this ordinance, the City Council may from time to time appoint and provide for the payment of such additional fiscal,,paying or other agents or trustees as it may deem necessary or appropriate in connection with the Notes, .and, in addition to the appointment of the Issuing and Paying Agent hereinabove named, may appoint the City Treasurer as fiscal or other agent in connection with the Notes. Section 23. General Authorization. The Public Utilities General Manager, each other Authorized Person, the Mayor, the City Clerk and the City Attorney are hereby respectively authorized to do and perform from time to time any and all acts and things consistent with this ordinance necessary or appropriate to carry the same into effect. W Section 24. Inconsistent Provisions. The requirements set forth in Article 11.5,.Chapter 6, Part 1, Division 2, Title 5 of the Government Code of the State of California of 1941 (the "Bond Anticipation Note Law") are hereby incorporated in this ordinance and shall be adhered to by the City in connection with the issuance and sale of the Notes and the determination of the terms and conditions of the Notes; provided that notwithstanding any provision of the Bond Anticipation Note Law, (i) each Note may remain outstanding for up to four years, (ii) there shall be no limit to the number of times that any Note may be renewed and (iii) any renewal Note may remain outstanding for up to four years; provided, however, that the aggregate number of years any Note, together with all renewals thereof, may remain outstanding shall not exceed four years. No other provisions of the Revenue Bond Law (Chapter 6, .Part 1, Division 2, Title 5 of the Government Code of the State of California of 1941, as amended) shall apply to the Notes. This ordinance as it may hereinafter be amended or supplemented according to its terms, is intended to be the exclusive procedure for the issuance of Notes, and the determination of their terms and conditions. The term "revenues" as defined in Section 54315 and as used in Section 54666 of the Government Code of the State of California shall not for the purposes of this ordinance be deemed to include items (1) through (4) in Section 5 hereof or any income derived from either the Note Account or the Note Fund. Section 25. Publication. That the City Clerk shall cause this Ordinance to be published once, within fifteen days after its adoption, in The Anaheim Bulletin, the official newspaper of the City. Section 26. Effective Date. This ordinance shall become effective thirty days from and after the date of adoption. ADOPTED, SIGNED AND APPROVED this 18th day of 1981. ( SEAL) - ATTEST: Cit Clerk of the ity of Anaheim August -10- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LINDA D. ROBERTS, City Clerk of the City of Anaheim, do hereby certify that the foregoing Ordinance No. 4252 was introduced at a regular meeting of the City Council of the City of Anaheim, held on the 11th day of August, 1981, and that the same was duly passed and adopted at a regular meeting of said City Council held on the 18th day of August, 1981, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Overholt, Kaywood, Bay, Roth and Seymour NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Ordinance No. 4252 on the 18th day of August, 1981. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 18th day of August, 1981. .C-,4 �-� 'Ob. 94'�� C Y C RK OF THE CITY 0 ANAHEIM (SEAL) I, LINDA D. ROBERTS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 4252 and was published once in the Anaheim Bulletin on the 28th day of August, 1981. 1�� 3'v CITY ECLRK Exhibit A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAHEIM ELECTRIC REVENUE BOND ANTICIPATION NOTE No. , 1981 The City of Anaheim promises to pay to the order of Bearer the sum of dollars at the principal office of Pursuant to the ordinance adopted by the City Council of the City of Anaheim on , 1981 (the "Ordinance") , this Note is one of an authorized issue of $92,000,000 aggregate principal amount (at any one time outstanding) of Notes payable both as to principal and interest out of the proceeds of revenue bonds approved at an election held on June 2, 1981, the proceeds of Notes issued pursuant to the Ordinance or subsequent ordinances enacted pursuant to Section 1210 of the Charter of the City, sums advanced under a bank line of credit drawn pursuant to a revolving credit agreement or sums paid to the City by Southern California Edison Company pursuant to a purchase price repayment provision of a letter agreement between the City and Southern California Edison Company, and not out of any other fund or moneys of the City. The terms and conditions of this Note, including certain covenants enforceable against the City, are provided for by the Ordinance. -16- It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be per- formed, precedent to and in the incurring of this indebtedness evi- denced by this Note, and in the issuing of this Note, exist, have happened and may have been performed in due time, form and manner, as required by the Constitution and the Charter of the City, and that this Note, together with all other indebtedness of the City, is within every debt and other limit prescribed by the Constitution of the State of California and the Charter of the City. Countersigned by Issuing Agent City of Anaheim By: By: Title Title -17-