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92-059 CITY OF ANABE/~ RESOLUTION NO. 92R-59 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,400,000 WATER REVENUE BONDS, 1992 SERIES, OF THE CITY; PROVIDING T~E TERMS AND CONDITIONS OF SUCH BONDS; APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT IN CONNECTION THEREWITH; APPOINTING A PAYING AGENT; AND AUTHORIZING OFFICERS OF THE CITY TO DO ALL THINGS NECESSARY OR ADVISABLE THEREFOR ADOPTED: MARCH 24, 1992 94601.20.1080.01:14 TABLE OF CONTENTS Pag~ Section 1. DEFINITIONS. 4 Section 2. EQUALITY OF 1992 BONDS AND PARITY BONDS; PLEDGE OF REVENUES. 8 Section 3. PURPOSE OF THE 1992 BONDS. 9 Section 4. SPECIAL OBLIGATIONS; NO GENERAL CITY LIABILITY ....... 9~ Section 5. DESCRIPTION OF THE 1992 BONDS. 9 Section 6. PLACE OF PAYMENT. .10 Section 7. EXECUTION AND AUTHENTICATION OF THE 1992 BONDS. 10 Section 8. REGISTRATION AND TRANSFER. 11 Section 9. REDEMPTION OF 1992 BONDS. 11 Section 10. FUNDS AND ACCOUNTS. 12 Section 11. DISPOSITION OF BOND PROCEEDS 13 Section 12. REVENUE ACCOUNT. 14 Section 13. M&O ACCOUNT. 14 Section 14. BOND SERVICE ACCOUNT; SINKING ACCOUNT. .14 Section 15. RESERVE FUND. .16 Section 16. R&R ACCOUNT. .17 Section 17. E&I ACCOUNT. .17 Section 18. SURPLUS MONEYS IN THE REVENUE ACCOUNT. .18 Section 19. INVESTMENTS. .18 Section 20. WARRANTY. .19 Section 21. COVENANTS. .19 J Covenant 1. Punctual Payment. .19 Covenant 2. Discharge Claims. .20 Covenant 3. Operate Enterprise in Efficient and Economical Manner. .20 Covenant 4. Against Sale, Eminent Domain, Existing and Future Agreements. .20 Covenant 5. Insurance. .21 Covenant 6. Records and Accounts. .22 -i- TABLE OF CONTENTS, Continued ~aqe Covenant 7. Collection of Charges. .22 Covenant 8. Rates and Charges ....... 22 Covenant 9. No Priority for Additional Indebtedness. .23 Covenant 10. Limits on Parity Bonds. .23 Covenant 11. Tax Covenants Relating to the Internal Revenue Code of 1986 ........... 25 Section 22. LOST, STOLEN, DESTROYED, OR MUTILATED 1992 BONDS. .25 Section 23. CANCELLATION OF 1992 BONDS. .25 Section 24. CONSENT OF 1992 BONDOWNERS. .26 Section 25. 1992 BOND FORM. .29 Section 26. TEMPORARY 1992 BONDS. .29 Section 27. BOOK-ENTRY FORMAT. .30 Section 28. AUTHORIZATION OF ESCROW AGREEMENT. .31 Section 29. APPOINTMENT OF PAYING AGENT. .32 Section 30. FURTHER ACTION. .32 Section 31. RESOLUTION CONSTITUTES CONTRACT; CERTAIN AMENDMENTS ETC. .32 ~ Section 32. DEFEASANCE. .34 Section 33. FUTURE CONTRACTS. .34 Section 34. UNCLAIMED MONEYS. .34 Section 35. SEVERABILITY. .35 Section 36. SUBSTITUTES. .35 Section 37. EFFECTIVE DATE. .36 Exhibit A BOND FORM. .A-1 Exhibit B FORM OF MANAGER'S DETERMINATION CERTIFICATE. B-1 -ii- CITY OF ANAHEIM RESOLUTION NO. 92R- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,400,000 WATER REVENUE BONDS, 1992 SERIES, OF T}{E CITY; PROVIDING THE 'r~{MS AND CONDITIONS OF SUCH BONDS; APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT IN CONNECTION THEREWITH; APPOINTING A PAYING AGENT; AND AUTHORIZING OFFIc~a{S OF THE CITY TO DO ALL THINGS NECESSARY OR ADVISABLE THEREFOR 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 ("Section 1210") pro- vides as follows: "Bonds which are payable only out of such revenues as may be specified in such bonds may be issued when the City Council by ordinance shall have established a procedure for the issuance of such bonds. Such bonds, payable only out of revenues, shall not constitute an indebtedness or gen- eral obligation of the City. No such bonds payable out of revenues shall be issued without the assent of a majority of the voters voting upon the proposition for issuing the same at an election at which such proposition shall have been duly submitted to the qualified electors of the city. It shall be competent for the city to make contracts and covenants for the benefit of the holders of any such bonds payable only from revenues and which shall not con- stitute a general obligation of the city for the establish- ment of a fund or funds, for the maintaining of adequate rates or charges, for restrictions upon further indebted- ness payable out of the same fund or revenues, for restric- tions upon transfer out of such fund, and other appropriate covenants. Money placed in any such special fund for the payment of principal and/or interest on any issue of such bonds or to assure the application thereof to a specific purpose shall not be expended for any other purpose what- ever except for the purpose for which such special fund was established and shall be deemed segregated from all other funds of the City and reserved exclusively for the purpose 94601.20.1080.01:14 for which such special fund was established until the purpose of its establishment shall have been fully accomplished. Notwithstanding the foregoing, the city may sell and issue at any time and from time to time revenue bond antic- ipation notes (including renewal revenue bond anticipation notes) in anticipation of the revenue bonds authorized by the voters on June 2, 1981; provided 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 condi- tions as the City Council may prescribe by ordinance; pro- vided 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. Notwithstanding the foregoing, the City may also sell and issue at any time and from time to time revenue bond anticipation notes (including renewal revenue bond antici- pation notes) in anticipation of any electric or water rev- enue bonds theretofore or hereafter authorized by the voters; provided that (i) the aggregate principal amount of such electric revenue bond anticipation notes and the elec- tric revenue bonds in anticipation of which such electric revenue bond anticipation notes were issued outstanding in accordance with their terms at any one time shall not exceed the principal amount of such electric revenue bonds authorized by the voters and (ii) the aggregate principal amount of such water revenue bond anticipation notes and the water revenue bonds in anticipation of which such water revenue bond anticipation notes were issued outstanding in accordance with their terms at any one time shall not exceed the principal amount of such water revenue bonds authorized by the voters. 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. Notwithstanding the foregoing, the City may also sell and issue at any time and from time to time revenue anticipation notes (including renewal revenue anticipation notes) in anticipation of the receipt of revenues of the -2- 94601.20.1080.01:14 city's water and electric utilities; provided that the aggregate principal amount of such revenue anticipation notes outstanding in accordance with their terms at any one time shall not exceed, for each of such utilities, an amount equal to 25% of the gross revenue earned by the respective utility during the immediately preceding fiscal year as set forth in the audited financial statements of such utility for such year. Such revenue 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 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, Ordinance No. 2933 of the City Council, incor- porating certain sections of the Revenue Bond Law of 1941 (Chapter 6, Part 1, Division 2, Title 5 of the Government Code of the State of California), establishes a procedure for the issuance of water reve- nue bonds; and WHEREAS, pursuant to Section 1210, Ordinance No. 2933, and Resolution No. 78R-533 of the City Council, a special municipal elec- tion was held in the City on November 7, 1978, for the purpose of submitting to the qualified voters of the City the following proposition: "Shall the city of Anaheim be authorized to finance the acquisition and construction of additions to and improvements of the water system of said city by the issu- ance of revenue bonds, not payable from property taxes, in an amount not to exceed 14 million dollars?"; and WHEREAS, said proposition (the "1978 Proposition") was approved by the votes of more than a majority of the voters voting on the 1978 Proposition at said special municipal election; and WHEREAS, of said authorized amount of $14,000,000, the City has heretofore issued $7,350,000 water revenue bonds designated "Water Revenue Bonds, 1980 Series" and $6,650,000 water revenue bonds designated "Water Revenue Bonds, 1984 Series"; and WHEREAS, Section 1210.1 of the Charter ("Section 1210.1"), added to the Charter pursuant to a vote of a majority of all the voters on June 2, 1981, provides as follows: "Electric and water refunding revenue bonds may be issued to purchase, redeem or retire any bonds heretofore or hereafter issued pursuant to Section 1210 or this -3- 94601.20. 1080.01: 14 Section 1210.1, whenever the City Council determines that (1) costs of the City will be reduced by the refunding of any bonds, or (2) issuance of the refunding bonds will oth- erwise be financially advantageous to the City. If as a result of the issuing of refunding bonds pur- suant to this Section 1210.1, the water or electric utility of the City shall, in any Fiscal Year, realize a reduction in principal and interest on debt issued to finance such utility when the principal and interest paid on the refunded bonds in such Fiscal Year is compared to the prin- cipal and interest that would have been payable on the refunded bonds in such Fiscal Year, the city Council shall, not later than the last day of the next succeeding Fiscal Year, adjust rates of such utility, if necessary, to reflect fully such reduction in principal and interest pay- ments as a reduction in costs of service of such utility. All provisions of Section 1210 are applicable to refunding bonds, except that notwithstanding Section 1210 no additional election shall be required to authorize their issuance."; and WHEREAS, pursuant to Section 1210.1, this city Council hereby determines that costs of the City will be reduced by the refunding of the Refunded Bonds, such refunding to be accomplished through the issuance of the 1992 Bonds; WHEREAS, this City Council deems it necessary to issue for the purposes hereinafter set forth, not to exceed $6,400,000 princi- pal amount of water revenue bonds pursuant to Section 1210.1 and Section 1210 of the city Charter, to be designated "Water Revenue Bonds, 1992 Series"; and the Water Revenue Bonds, 1992 Series, shall be on a parity with the City's outstanding Water Revenue Bonds, 1984 Series, Water Revenue Bonds, 1986 Series, Water Revenue Bonds, 1988 Series, Water Revenue Bonds, 1990 Series and any other parity water revenue bonds which may be issued in the future by the City; NOW, THEREFORE, the city Council of the City of Anaheim, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: SECTION 1. Definitions. As used in this Resolution, unless the context otherwise requires: (a) "Authorized Investments" means any obligations in which the city may lawfully invest its funds. (b) "Authorized Newspaper" shall mean a newspaper customarily published at least once a day for at least five -4- 94601.20.1080.01:14 days (other than legal holidays) in each calendar week, printed in the English language, and of general circulation in the City. (c) "City" means the City of Anaheim, California. (d) "city Council" means the City Council of the city. (e) "DTC" means the Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as securities depository for the 1992 Bonds. (f) "Enterprise" means the entire waterworks system of the City, including all additions to, and improvements and extensions of, said system later constructed or acquired. (g) "Escrow Account" means the account so designated established pursuant hereto and the Escrow Agreement. (h) "Escrow Agent" means the Escrow Agent which is a party to the Escrow Agreement. (i) "Escrow Agreement" means the Escrow Agreement executed and delivered pursuant to Section 28 hereof, as amended and supplemented from time to time. (j) "Finance Director" means the Finance Director of the City. (k) "Fiscal Year" means the year period beginning on July 1 and ending on the next following June 30. (1) "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, loth Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services "Called Bond Service," 55 Broad Street, 28th Floor, New York, New York 10004; Moody's "Municipal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; and Standard & Poor's "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; or to such other addresses and/or such other services providing information with respect to called bonds as the City may designate. -5- 94601.20.1080.01:14 (m) "Manager's Determination Certificate" means the Certificate completed and executed by the General Manager or the Public Utilities Financial Services Manager at the time of initial issuance and delivery of the 1992 Bonds, in substantially the form attached hereto as Exhibit B. (n) "Maximum Annual Debt Service" as computed from time to time under Section 15 and Covenant 10 of Section 21 hereof means the largest of the sums obtained for the Fiscal Year of computation or any Fiscal Year thereafter by totaling the following for each such Fiscal Year: (1) The principal amount of all 1992 Bonds and serial Parity Bonds payable in such Fiscal Year and outstand- ing at the date of such computation; (2) The minimum sinking account payments, if any, pay- able in such Fiscal Year with respect to any term Parity Bonds outstanding at the date of such computa- tion; and (3) The interest which would be due during such Fiscal Year on the aggregate principal amount of the 1992 Bonds and Parity Bonds which would be outstanding in such Fiscal Year if the 1992 Bonds and serial Parity Bonds outstanding on the date of such computation are retired as they mature and if the term Parity Bonds outstanding on the date of such computation, if any, are retired as scheduled in the Parity Bond Resolution providing for the issuance of such term Parity Bonds. (o) "Net Revenues" of the Enterprise means the amount of the Revenues less the Operating Expenses. (p) "1980 Bonds" means the $7,350,000 water revenue bonds designated "Water Revenue Bonds, 1980 Series". (q) "1984 Bond Resolution" means Resolution No. 84R-396 of the City Council, adopted October 9, 1984, authorizing the issuance of the 1984 Bonds. (r) "1984 Bonds" means the $6,650,000 water revenue bonds designated "Water Revenue Bonds, 1984 Series". (s) "1986 Bond Resolution" means Resolution No. 86R~91 of the City Council, adopted March 4, 1986, authorizing the issuance of the 1986 Bonds. -6- 94601.20.1080.01:14 (t) "1986 Bonds" means the $7,160,000 refunding water revenue bonds designated Water Revenue Bonds, 1986 Series. (u) "1988 Bond Resolution" means Resolution No. 88R-11 of the city Council, adopted January 12, 1988 authorizing the issuance of the 1988 Bonds. (v) "1988 Bonds" means the $5,000,000 water revenue bonds designated "Water Revenue Bonds, 1988 Series". (w) "1990 Bond Resolution" means Resolution No. 90R-293 of the City Council adopted August 14, 1990 authorizing the issuance of the 1990 Bonds. (x) "1990 Bonds" means the $9,000,000 water revenue bonds designated "Water Revenue Bonds, 1990 Series". (y) "1992 Bonds" means the bonds authorized and issued under this Resolution. (z) "Operating Expenses" of the Enterprise means the reasonable and necessary current expenses of maintaining, repairing and operating the Enterprise, including City administrative expenses directly attributable to water system functions, but excluding depreciation and amortiza- tion, and debt service requirements of the City's general obligation water bonds, all computed in accordance with sound accounting principles and consistent with existing accounting practices of the city. (aa) "Ordinance No. 2933" means Ordinance No. 2933 of the City Council, adopted on June 1, 1971, as amended by Ordinance No. 4536, adopted on September 4, 1984. (bb) "Parity Bonds" means the outstanding 1984 Bonds, 1986 Bonds, the 1988 Bonds, the 1990 Bonds and any other revenue bonds, revenue notes or other similar evidences of indebtedness hereafter issued for the acquisition, con- struction and financing of additions to, and improvements of the Enterprise, payable out of the Net Revenues and which, as provided in this Resolution, rank on a parity with the 1992 Bonds. (cc) "Parity Bond Resolution" means any resolution authorizing the issuance of Parity Bonds. (dd) "Registrar" means Bank of America National Trust and Savings Association and its successor or successors and -7- 94601.20.1080.01:14 any other corporation which may, within the sole discretion of the city, be substituted in its place by the City. (ee) "Refunded Bonds" means those 1980 Bonds maturing on or after July 1, 1992. (ff) "Resolution" means this Resolution No. 92R- of the City Council. (gg) "Revenues" means all rates, fees and charges for providing water service to persons and real property (including connection fees) and all other fees, rents and charges and other income derived by the City, from the ownership, operation, use or services of the Enterprise. (hh) "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden city, New York 11530, Fax~(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex-(215) 496-5058; or to such other addresses and/or such other securities depositories as the City may designate. (ii) "Treasurer" means the Treasurer of the City. SECTION 2. Equality of 1992 Bonds and Parity Bonds; Pledge of Revenues. Pursuant to Section 1210 and Section 1210.1 of the city Charter, Ordinance No. 2933 and this Resolution, the 1992 Bonds and all Parity Bonds shall be equally secured by a pledge, charge and lien upon the Net Revenues of the Enterprise without priority for number, date of bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the 1992 Bonds and all Parity Bonds and any premiums upon the redemption of any thereof shall be and are secured by an exclusive pledge of and charge and lien upon the Net Revenues of the Enterprise, and all of the Net Revenues of the Enterprise are hereby pledged, charged and assigned for the mecurity of the 1992 Bonds and all Parity Bonds, and such Net Revenues and any interest earned on the Net Revenues shall constitute a trust fund for the security and payment of the interest on and principal of the 1992 Bonds and all Parity Bonds, and so long as any of the 1992 Bonds, Parity Bonds or interest thereon are unpaid, the Net Revenues and interest thereon shall not be used for any other purpose, except as permitted by this Resolution or any Parity Bond Resolution, and shall be held in trust for the benefit of the bondowners and shall be applied pursuant to this Resolution, or -8- 94601.20. 1080.01:14 to this Resolution as modified pursuant to provisions herein, and to any Parity Bond Resolution. Nothing in this Resolution shall preclude: (a) the payment of the 1992 Bonds at maturity from proceeds of refunding bonds issued under Section 1210.1 of the City Charter as the same now exists or as hereafter amended, or under any other law of the State of California; (b) the issuance, subject to the limitations contained herein, of Parity Bonds; or (c) the issuance of additional indebtedness payable solely from surplus moneys in the Revenue Account pursuant to Section 18 hereof. SECTION 3. Purpose of the 1992 Bonds. Under and pursu- ant to Section 1210.1 of the City Charter and Ordinance No. 2933 and in accordance with the authorizations stated in the recitals hereof, the 1992 Bonds shall be issued for the purpose of refunding the Refunded Bonds, including the payment of costs and expenses inciden- tal thereto. SECTION 4. Special Obligations; No General city Liability. The 1992 Bonds shall be special obligations of the city and shall be payable as to the principal thereof and interest thereon solely from the Net Revenues. The general fund of the City is not liable for the payment of the 1992 Bonds or their interest, nor is the credit or taxing power of the City pledged for the payment of the 1992 Bonds or their interest. The holders of the 1992 Bonds shall not be entitled to compel the exercise of the taxing power by the City or the forfei- ture of any of its property. The principal of and interest on the 1992 Bonds are not a debt of the City or a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Revenues. SECTION 5. Description of the 1992 Bonds. T h e 19 9 2 Bonds shall all be in the denomination of $5,000 or any integral multiple of $5,000, and numbered consecutively from 1 upwards. The 1992 Bonds shall be designated "WATER REVENUE BONDS, 1992 SERIES". The 1992 Bonds shall be payable on July 1 in each year of maturity in the amounts for each of the several years, and shall bear interest payable semi-annually on the first days of July and January of each year, commencing July 1, 1992, as set forth in the Manager's Determination Certificate. The city Council hereby determines that the maximum rate of interest which may be paid on the 1992 Bonds shall be 9%. Each 1992 Bond shall bear interest from the interest payment date next preceding the date of its authentication, unless such 1992 Bond is authenticated on an interest payment date, in which event from such interest payment date or unless such 1992 Bond is authenticated as of a day during the period from the day after the record date immediately preceding an interest payment date to such interest payment date, inclusive, in which event such 1992 Bond shall -9- 94601.20.1080.01:14 bear interest from such interest payment date; provided, however, that if the date of authentication of any 1992 Bond shall be on or prior to the fifteenth day prior to the first interest payment date, such 1992 Bond shall bear interest from the dated date of the 1992 Bonds (set forth in the Manager's Determination Certificate); pro- vided, further, that if, as shown by the records of the Registrar, interest on the 1992 Bonds shall be in default, 1992 Bonds issued in exchange for 1992 Bonds surrendered for transfer or exchange shall bear interest from the interest payment date to which interest has been paid in full on the 1992 Bonds surrendered or if no interest has been paid, their dated date. Interest shall be calculated on the basis of a 360 day year of 12 30-day months. SECTION 6. Place of Payment. If at the maturity date of any 1992 Bond, funds are available for the payment thereof in full accordance with the terms of this Resolution, said 1992 Bond shall then cease to bear interest. The 1992 Bonds and the interest thereon shall be payable in lawful money of the United States of America. Subject to the provisions of Section 27 hereof, the principal of the 1992 Bonds shall be payable at the principal corporate trust office of the Registrar in San Francisco, California and at such other paying agent (if any) designated by the City. Subject to the provi- sions of Section 27 hereof, interest on the 1992 Bonds shall be pay- able by check mailed to the registered owner on the registration records maintained by the Registrar, determined as of the close of business on the 15th day of the calendar month (whether or not a business day) immediately preceding an interest payment date (including the date on which the principal of a 1992 Bond is to be paid). SECTION 7. Execution and Authentication of the 1992 Bonds. The Mayor of the City and the Treasurer are hereby authorized and directed to sign the 1992 Bonds by their facsimile signatures, and the City Clerk of the City is hereby authorized and directed to coun- tersign the 1992 Bonds by facsimile signature and to affix thereto or otherwise reproduce thereon the corporate seal of the City. The 1992 Bonds shall bear thereon a certificate of authen- tication, substantially in the form set forth in Exhibit A hereto, executed manually by the Registrar. Only such 1992 Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no 1992 Bond shall be valid or obligatory for any purpose until such certificate of authen- tication shall have been duly executed by the Registrar. Such cer- tificate of the Registrar upon any 1992 Bond executed on behalf of the city shall be conclusive evidence that the 1992 Bond so authenti- cated has been duly authenticated and delivered under this Resolution and that the owner thereof is entitled to the benefits of this Resolution. -10- 94601.20.1080.01:14 SECTION 8. Registration and Transfer. The 1992 Bonds shall be issued in fully registered form. The 1992 Bonds shall be transferable only upon the books of the City, which shall be kept for such purposes at the office of the Registrar, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer sat- isfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such regis- tered 1992 Bond, the Registrar shall issue in the name of the trans- feree a new registered Bond or 1992 Bonds of the same aggregate prin- cipal amount and maturity as the surrendered 1992 Bond. The Registrar may, with the concurrence of the City, designate an addi- tional office where transfer of registered 1992 Bonds may be effected by the Registrar provided in this Section. The City, the Registrar and each paying agent may deem and treat the person in whose name any 1992 Bond shall be registered upon the books of the City as the absolute owner of such 1992 Bond, whether such 1992 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and interest on such 1992 Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such 1992 Bond to the extent of the sum or sums so paid, and neither the City, the Registrar nor any paying agent shall be affected by any notice to the contrary. The city agrees to indemnify and save the Registrar and each paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence under this Resolution, in so treating such registered owner. In all cases in which the privilege of exchanging 1992 Bonds or transferring registered 1992 Bonds is exercised, the Registrar shall authenticate and deliver 1992 Bonds in accordance with the provisions of this Resolution. All 1992 Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar and returned to the City. For every such exchange or transfer of 1992 Bonds, whether temporary or definitive, the City or the Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. SECTION 9. Redemption of 1992 Bo~ds. The 1992 Bonds are not subject to redemption prior to maturity. 94601.20.1080.01:14 SECTION 10. Funds and Accounts. A. The Treasurer shall continue to maintain the following funds and accounts, heretofore created pursuant to Section 1210 of the City Charter, as provided for in the 1984 Bond Resolution, 1986 Bond Resolution, 1988 Bond Resolution and the 1990 Bond Resolution so long as any of the 1984 Bonds, 1986 Bonds, 1988 Bonds, 1990 Bonds or 1992 Bonds remain outstanding: (1) Water Enterprise Fund (the "Water Enterprise Fund"), and the following accounts within said fund: (a) Water System Revenue Account (the "Revenue Account"); and (b) Water System Maintenance and Operating Account (the "M&O Account"); and (c) Water System Renewal and Replacement Account (the "R&R Account"); and (d) Water System Extension and Improvement Account (the "E&I Account"); and (e) Water System Revenue Bond Reserve Fund (the "Reserve Fund"). Simultaneously with the issuance and delivery of the 1992 Bonds, moneys on deposit in the Reserve Fund shall be transferred from Bank of America National Trust & Savings Association, as Fiscal Agent for the 1980 Bonds, to the Treasurer for deposit to the Reserve Fund. B. The Treasurer shall continue to maintain the following accounts, heretofore created under the 1984 Bond Resolution, so long as any of the 1984 Bonds, 1986 Bonds, 1988 Bonds, 1990 Bonds or 1992 Bonds remain outstanding: (1) Water System Revenue Bond and Interest Account (the "Bond Service Account"); (2) Water System Revenue Bond Sinking Account (the "Sinking Account"). C. The following additional account is hereby created in the Water Enterprise Fund and shall be maintained by the Treasurer so long as any amounts deposited therein remain unexpended: -12- 94601.20.1080.01:14 (1) Water System Revenue Bond, 1992 Costs of Issuance Account (the "1992 Costs of Issuance Account"). D. Additional accounts in the Water Enterprise Fund may be created by subsequent resolutions of the City Council. SECTION 11. Disposition of Bond Proceeds. A. The proceeds of the ].992 Bonds shall be deposited as follows: (1) The amount, if any, necessary (together with amounts currently on deposit) to cause the amount in the Reserve Fund to equal the Maximum Annual Debt Service for the 1984 Bonds, the 1986 Bonds, the 1988 Bonds, the 1990 Bonds, and the 1992 Bonds shall be deposited in the Reserve Fund. (2) There shall be deposited in the Escrow Account an amount which, when combined with amounts transferred to the Escrow Account as provided in Paragraphs B and C of this Section 11, shall be sufficient to purchase Escrow Securities (as defined in the Escrow Agreement), the prin- cipal and interest on which when due, will provide moneys which will be sufficient to pay the principal of and redemption price on July 1, 1992 of the Refunded Bonds and interest due on July 1, 1992 with respect to the Refunded Bonds. (3) The amount of the accrued interest received by the City with respect to the 1992 Bonds shall be deposited in the Bond Service Account. (4) The remainder shall be deposited in the 1992 Costs of Issuance Account. B. Simultaneously with the issuance and delivery of the 1992 Bonds, all or any portion of the moneys in the Reserve Fund in excess of an amount sufficient to provide a balance in the Reserve Fund equal to Maximum Annual Debt Service for the 1984 Bonds, the 1986 Bonds, the 1988 Bonds, the 1990 Bonds, and the 1992 Bonds (upon the authentication and delivery of the 1992 Bonds) and specified in writing by the Public Utilities General Manager, the Public Utilities Financial Services Manager, the City Treasurer or the Finance Director of the City shall be transferred to the Escrow Account. C. Simultaneously with the issuance and delivery of the 1992 Bonds, the moneys, if any, on deposit in the Bond Service Fund -13- 94601.20.1080.01:14 with respect to the Refunded Bonds held by the Fiscal Agent shall be transferred to the Escrow Account. D. Moneys on deposit in the 1992 Costs of Issuance Account shall be used to pay costs of issuance with respect to the 1992 Bonds. If any amount shall remain in the 1992 Costs of Issuance Account when all such costs of issuance have been paid, such amount shall be used for the acquisition of capital assets for the Water System by the city. SECTION 12. Revenue Account. The Revenues o f the Enterprise shall be deposited with the Treasurer to the credit of the Revenue Account. On or before the twentieth day of each calendar month, there shall be withdrawn from the Revenue Account the entire amount on deposit in the Revenue Account and there shall be allocated and deposited such amount in the indicated priority to the following accounts and funds. SECTION 13. M&O Account. First, so long as any of the 1992 Bonds are outstanding, there shall be allocated to the M&O Account amounts sufficient for the payment of the Operating Expenses of the Enterprise as said expenses become due and payable. Amounts in the M&O Account shall be used solely to pay Operating Expenses. SECTION 14. Bond Service Account; Sinking Accokmt. Second, so long as any of the 1992 Bonds are outstanding, in addition to but on a parity with the transfers to the Sinking Account required by Section 14 of the 1986 Bond Resolution and the Sinking Account required by Section 14 of the 1990 Bond Resolution: A. There shall be allocated to the Bond Service Account the following amounts: (1) one-sixth of the interest which will become due and payable on the outstanding 1992 Bonds and Parity Bonds within the next ensuing six months, except that, with respect to any interest payment date, the monthly sum allo- cated shall be the interest which will become due and pay- able on such interest payment date less any portion of such interest which has been provided for (a) by transfers required with respect to the 1992 Bonds by any Parity Bond Resolution, and (b) in the case of any other Parity Bonds, any transfers required with respect to such Parity Bonds by any other Parity Bond Resolution; (2) one-twelfth of the principal amount which will mature and be payable on the outstanding 1992 Bonds and serial Parity Bonds within the next ensuing twelve months; -14- 94601.20.1080.01:14 (3) during each month preceding the first interest payment date for the 1992 Bonds, an amount determined by dividing (x) the amount of interest due and payable on the 1992 Bonds on the first interest payment date for the 1992 Bonds less (i) the amount deposited in the Bond Service Account pursuant to Section 11A(3) hereof and (ii) the amount deposited or to be deposited with respect to the 1992 Bonds in the Bond Service Account pursuant to clause (1) of this Section 14A after the issuance of the 1992 Bonds and prior to such first interest payment date, by (y) the total number of months in which deposits are to be made under clause (1) of this Section 14A after the issuance of the 1992 Bonds and prior to such first interest payment date; and (4) during each month preceding the first principal payment date for the 1992 Bonds, an amount determined by dividing (x) the amount of principal due and payable on the 1992 Bonds on the first principal payment date for the 1992 Bonds less the amount deposited or to be deposited with respect to the 1992 Bonds in the Bond Service Account pur- suant to clause (2) of this Section 14A after the issuance of the 1992 Bonds and prior to such first principal payment date, by (y) the total number of months in which deposits are to be made under clause (2) of this Section 14A after the issuance of the 1992 Bonds and prior to such first principal payment date. B. There shall be allocated to the Sinking Account, each month any amounts which may be specified in any Parity Bond Resolution with respect to any term Parity Bonds to be issued by the City in the future. C. In any event, such sums shall be allocated from the Revenue Account to the Bond Service Account and the Sinking Account so that the full amount required to pay, as it becomes due, the interest on said 1992 Bonds and Parity Bonds and any installment of principal on said 1992 Bonds and Parity Bonds shall be set aside in the Bond Service Account and the Sinking Account at least five days prior to the date the installment of interest or principal becomes due. If for any reason in any month there are insufficient amounts in the Revenue Account to make all required deposits in the Bond Service Account and the Sinking Account, then the amounts avail- able shall be allocated pro rata towards the required deposits and the deficiencies shall be added to and become a part of the alloca- tions required for the following calendar month. Any moneys required to be set aside in the Bond Service Account or the Sinking Account may be prepaid in whole or in part by -15- 94601.20.1080.01:14 being earlier set aside therein, and in that event the monthly allocation which has been so prepaid need not be made at the time appointed therefor. Each monthly transfer shall be reduced by an amount equal to any investment income received during its preceding calendar month on moneys in the Bond Service Account or the Sinking Account. The 1992 Bonds shall recite that they are payable from the Water Enterprise Fu~d, but notwithstanding such recital shall be paid from the Bond Service Account. Moneys in the Sinking Account shall be used to redeem any term Parity Bonds at the times and in the amounts as provided in any Parity Bond Resolution. Moneys in the Sinking Account may also be used, prior to the date when any term Parity Bonds are selected by lot, in lieu of (or partially in lieu of) mandatory call and redemption on the next succeeding sinking fund redemption date, for the purchase of any such term Parity Bonds at a purchase price (including brokerage and other fees) not exceeding par plus accrued interest. If after all of the 1992 Bonds and any Parity Bonds have been redeemed and cancelled or paid and cancelled (or provision is made therefor) there are moneys remaining in the Bond Service Account, the Sinking Account or the Reserve Fund, said moneys shall be transferred to the Revenue Account. SECTION 15. Reserve Fund. Third, so long as any of the 1992 Bonds are outstanding, there shall be transferred to the Reserve Fund an amount (when added to amounts on deposit therein) which is sufficient to provide a balance in the Reserve Fund equal to Maximum Annual Debt Service. Moneys in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the 1992 Bonds and any Parity Bonds, in the event that moneys in the Bond Service Account or the Sinking Account (in the case of the 1984 Bonds, 1986 Bonds, 1988 Bonds, 1990 Bonds, 1992 Bonds or any other Parity Bonds) are insufficient therefor. For that purpose, the Treasurer shall withdraw and transfer sufficient moneys from the Reserve Fund to the Bond Service Account or the Sinking Account, as the case may be. If at any time the moneys in the Reserve Fund are insufficient to make all such required transfers, the available moneys in the Reserve Fund shall be distributed pro rata towards the required deposits. Whenever moneys are withdrawn from the Reserve Fund an equal amount of moneys shall be placed in the Reserve Fund by transfers from the first available moneys in the Revenue Account. -16- 94601.20.1080.01:14 Prior to the initial transfer from the Revenue Account pursuant to Section 12 hereof iD each month, moneys in the Reserve Fund in excess of Maximum Annual ~ebt Service shall be withdrawn from the Reserve Fund and transferred to the Revenue Account. If on the first day of a Fiscal Year in which the Maximum Annual Debt Service calculated excluding such Fiscal Year is less than the Maximum Annual Debt Service calculated including such Fiscal Year (in both cases after giving effect to any proposed redemption or refunding of any Parity Bonds during such Fiscal Year), then in each month during such Fiscal Year, prior to the transfer from the Revenue Account pursuant to Section 12 in each month, there may be trans- ferred from the Reserve Fund to the Revenue Account an amount equal to one-twelfth of the difference between the two calculations of Maximum Annual Debt Service. For purposes of calculating amounts required to be in the Reserve Fund during such Fiscal Year, the amounts so transferred shall be deemed to be on deposit in the Reserve Fund. Such amounts shall be used only for the purposes set forth in Section 3 hereof or to pay the principal of 1992 Bonds or Parity Bonds at maturity, by redemption or by purchase at a purchase price (including brokerage and other fees) not exceeding par plus accrued interest. SECTION 16. R&R Account. Fourth, so long as any of the 1992 Bonds are outstanding, there shall be allocated to the R&R Account an amount equal to 2% of the Revenues received in the preced- ing calendar month until a balance is established, or reestablished, therein equal to 1% of the depreciated book value of the land, gen- eral plant and equipment which constitute the net utility plant of the Enterprise or such other balance as the consulting engineer may recommend. The moneys contained in the R&R Account shall be used for transfer to the Bond Service Account or the Sinking Account, as the case may be, to prevent default in payment of the principal and interest on the 1992 Bonds or any Parity Bonds, or for extraordinary maintenance and repairs, renewals and replacements to the Enterprise, but not for additions to and extensions of the Enterprise. If at any time the balance in the R&R Account exceeds the minimum balance herein identified, said excess may be transferred to the Revenue Account. SECTION 17. E&I Account. Fifth, so long as the 1992 Bonds are outstanding, there shall be set aside out of the Revenue Account into the E&I Account such amounts as shall be deemed desir- able by the City Council or appropriate city staff by appointment of the City Council. The moneys contained in said Account shall be used for transfer to the Bond Service Account or the Sinking Account, as the case may be, to prevent default in payment of principal and -17- 94601.20.1080.01:14 interest on the 1992 Bonds or any Parity Bonds, or for extension and improvement of the Enterprise. SECTION 18. Surplus Moneys in the Revenue Account. All moneys remaining in the Revenue Account after all transfers required hereunder have been made, shall be applied (i) to the payment of the principal and interest on the city's Water Revenue Anticipation Notes issued pursuant to Section 1210 of the City Charter and Ordinance No. 4415 and Ordinance No. 4530 of the city Council, as amended, to the extent available, (ii) for the redemption of any Parity Bonds which are subject to call and redemption prior to maturity or for the purchase from time to time in the open market of any outstanding Parity Bonds whether or not subject to call and redemption (irrespective of the maturity or number of such Parity Bonds) at prices and in such manner, either at public or private sale, or oth- erwise, as the Treasurer in his or her discretion may determine, but such purchase price (including brokerage and other charges, but excluding accrued interest) shall not exceed the principal amount or the redemption price of the callable Parity Bonds on the next redemp- tion date, whichever is less; or (iii) for any lawful purpose of the City, including but not limited to the security and payment of other indebtedness incurred in connection with the Enterprise. SECTION 19. Inwestments. Obligations purchased as investments of moneys in any of the funds and accounts in which investments are authorized shall be deemed at all times to be a part of such funds and accounts and any income realized from such invest- ments shall be credited to such funds and accounts and any losses resulting from such investments shall be charged to such funds and accounts. The Treasurer shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer from such funds and accounts. For the purpose of deter- mining at any given time the balance in any such funds and accounts, any such investments constituting a part of such funds and accounts shall be valued at the then estimated or appraised market value of such investments. Moneys in all funds and accounts described in Section 10 hereof shall be invested only in Authorized Investments. All investments of moneys in such funds and accounts shall mature not later than such times as the Treasurer estimates such moneys shall be needed for the purposes for which such moneys are held. Notwithstanding any other provision of this Resolution, and except as provided below, none of the moneys contained in any of the funds and accounts created or continued by this Resolution shall be: (i) used in making loans guaranteed by the United States (or any agency or instrumentality thereof), (ii) invested directly or indirectly in deposits or accounts insured by the Federal Deposit Insurance Corporation, the National Credit Union Administration or -18- 94601.20.1080.01:14 any other similar Federally chartered corporation, or (iii) otherwise invested directly or indirectly in obligations guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof); p_~ovided, bowever, that the above restrictions do not apply (a) to the investment of moneys held in the Bond Service Account or the Sinking Account or any other bona fide debt service funds, (b) to investments in the Reserve Fund, (c) to investments in direct obliga- tions of the United States Treasury, (d) to investments in obliga- tions guaranteed by the Federal National Mortgage Association, Government National Mortgage Association or the Federal Home Loan Mortgage Corporation, (e) to investments permitted under regulations issued pursuant to Section 149(b) (3)(B) of the Internal Revenue Code of 1986, as amended, (f) to investments of amounts in the R & R Account or the E & I Account, or (g) to such other investments as, in the opinion of Mudge Rose Guthrie Alexander & Ferdon, are permitted investments under the Resolution which do not jeopardize the exclu- sion from gross income for Federal income tax purposes of the inter- est on the 1992 Bonds. SECTION 20. Warranty. The City shall preserve and pro- tect the security of the 1992 Bonds and the rights of the owners of the 1992 Bonds and warrant and defend their rights against all claims and demands of all persons. SECTION 21. Covenants. So long as any of the 1992 Bonds are outstanding, the City makes the following covenants with the bondowners under the provisions of Section 1210 of the City Charter (to be performed by the City or its proper officers, agents or employees) which covenants are necessary, convenient and desirable to secure the 1992 Bonds and tend to make them more marketable; pro- vided, however, that said covenants do not require the City to expend any moneys other than the Revenues of the Enterprise. Covenant 1. Punctual Payment. The City covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every 1992 Bond issued hereunder on the date, at the place and in the manner mentioned in the 1992 Bonds and in accordance with th%s Resolution, and that the payments into the Bond Service Account, the Sinking Account and the Reserve Fund will be made, all in strict conformity with the terms of the 1992 Bonds and of this Resolution, and that it will faithfully observe and perfor~ all of the conditions, covenants and requirements of this Resolution and all resolutions supplemental thereto and of the 1992 Bonds issued hereun- der, and that time of such payment and performance is of the essence of the City's contract with the bondowners. -19- 94601.20.1080.01:14 Covenant 2. Discharge Claims. The City covenants that in order to preserve and protect the priority and security of the 1992 Bonds the city shall pay from amounts available in the M&O Account and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Enterprise which, if unpaid, may become a lien or charge upon the property or Revenues of the Enterprise prior or superior to the lien of the 1992 Bonds and impair the security of the 1992 Bonds. The City shall also pay from amounts available in the M&O Account all taxes and assessments or other gov- ernmental charges lawfully levied or assessed upon or in respect of the Enterprise or upon any part thereof or upon any of the revenues thereof. Covenant 3. Operate Enterprise in Efficient and Economical Manner. The City covenants to operate the Enterprise in an efficient and economical manner and to operate, maintain and preserve the Enterprise in good repair and working order. Covenant 4. Against Sale, Eminent Domain, Existing and Future Agreements. Except as provided herein, the City covenants that the Enterprise shall not be mortgaged or otherwise encumbered, sold, leased, pledged, any charge placed thereon, or disposed of as a whole or substantially as a whole unless such sale or other disposi- tion be so arranged as to provide for sums adequate to provide for the immediate payment of the principal of and interest on the 1992 Bonds. The City further covenants that the Revenues of the Enterprise or any other funds pledged or otherwise made available to secure payment of the principal of and interest on the 1992 Bonds shall not be mortgaged, encumbered, sold, leased, pledged, any charge placed thereon, or disposed of or used except as authorized by the terms of this Resolution. The City further covenants that it will not enter into any agreement which impairs the operation of the Enterprise or any part of it necessary to secure adequate revenues to pay the principal of and interest on the 1992 Bonds or which other- wise would impair the rights of the bondowners with respect to the Revenues of the Enterprise. If any substantial part of the Enterprise is sold, the payment therefor shall either be used for the acquisition and/or construction of improvements and extensions of the Enterprise or shall be placed in the appropriate funds or accounts and shall be used to pay or call and redeem the 1992 Bonds and any Parity Bonds in the manner provided in this Resolution or in any Parity Bond Resolution. The City covenants that any amounts received as awards as a result of the taking of all or any part of the Enterprise by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such property of the City, shall either be used for the acquisition and/or construction of improvements and extension of the Enterprise or shall be placed in -20- 94601.20.1080.01:14 the appropriate funds or accounts and shall be used to pay or call and redeem the 1992 Bonds and any Parity Bonds in the manner provided in this Resolution or in any Parity Bond Resolution. The City will not sell, ].ease or otherwise encumber any part of the Enterprise except properties or facilities no longer useful or necessary to its efficient and economical operation. Notwithstanding any other provisions contained herein, the City may: (i) sell or dispose of customer connections (and related distribution lines) located outside the City limits; (ii) take all action necessary to fulfill its commitments under its existing agree- ments with Yorba Linda County Water District, and any subsequent implemental agreements; and (iii) enter into, and take all actions necessary to fulfill its commitments under, contractual agreements concerning water service to all or part of any areas which are annexed to the city of Anaheim after the sale and delivery of the 1992 Bonds, with parties organized to provide water service to all or part of any such area. Any proceeds from the sale or disposition of any part of the Enterprise or the granting of any service rights or privileges pursuant to the preceding sentence shall be used to defray the cost of renewals, replacements, additions and extensions to the Enterprise or shall be held for the redemption of callable bonds prior to maturity or open market purchase of 1992 Bonds or Parity Bonds then outstanding, but such purchase price (including brokerage and other charges, but excluding accrued interest) shall not exceed 103% of the principal amount or the redemption price of the callable bonds on the most recent redemption date, whichever is less. Any proceeds from the sale or disposition of any part of the Enterprise shall be placed in the Revenue Account. Covenant 5. Insurance. The city covenants that it shall at all times maintain with responsible insurers all such insurance on the Enterprise as is customarily maintained by similar utilities sys- tems with respect to works and properties of like character against accident to, loss of or damage to such works or properties. If any useful part of the Enterprise shall be damaged or destroyed such part shall be restored to use. The money collected from insurance against accident, loss or damage shall be used for repairing or rebuilding the lost, damaged or destroyed works and properties, and to the extent not so applied, shall be applied to the retirement of out- standing 1992 Bonds and any Parity Bonds issued for the Enterprise and for such purpose paid into the appropriate funds or accounts. The City shall also maintain with responsible insurers workers' compensation insurance and insurance against public liabil- ity and property damage to the extent reasonably necessary to protect the City and the bondowners. -21- 94601.20.1080.01:14 Notwithstanding the foregoing, the City may provide any insurance required by this Covenant 5 through a self-insurance program. Covenant 6. Records and Accounts. The City covenants that it shall keep proper books of record and accounts of the Enterprise, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relat- ing to the Enterprise. said books shall at all times be subject to the inspection of the holders of not less than 10% of the outstanding 1992 Bonds or their representatives authorized in writing. The City covenants that it will cause the books and accounts of the Enterprise to be audited annually by an independent certified public accountant or firm of certified public accountants and shall furnish a copy of the audit report, upon request, to any bondowner. Covenant 7. Collection of Charges. The City will permit no free connections with, or use and services of the Enterprise except for the following: (i) public fire hydrants; (ii) public fire flows; (iii) watering of public street dividers; and (iv) to the extent, if any, provided in the City's existing agreements with Yorba Linda County Water District. The city will pay promptly into the Revenue Account from the City's General Fund (or other available funds) for all City connections with, use and services of, the Enterprise except the foregoing. The City will not grant or estab- lish within any class of service preferential or discriminatory rates, fees or charges for connections with, and use and services of, the Enterprise except as provided in the City's existing agreements with Yorba Linda County Water District and subsequent implemental agreements. For the purposes of setting such rates, fees and charges, connections located outside the city limits of the City of Anaheim may be considered as separate classes of service. The City covenants that it shall at all times during the period any of the 1992 Bonds are outstanding maintain and enforce valid re~llations for the payment of bills for water service and that such regulations shall at all times during such period provide that the City shall discontinue water service to any user whose water bill has not been paid within the time fixed by said regulations. Covenant 8. Rates and Charges. The City shall and hereby covenants that it shall prescribe, revise and collect such charges for the services and facilities of the Enterprise which, after making allowances for contingencies and error in the estimates, shall be at least sufficient to pay the following amounts in the order set forth: -22- 94601.20.1080.01:14 (a) All current expenses for the necessary and reasonable Operating Expenses of the Enterprise as said expenses become due and payable; (b) The interest on and principal payments (including any sinking account payments) of the outstanding 1992 Bonds and Parity Bonds as they become due and payable; (c) All payments required for compliance with this Resolution including transfers required to be made from the Revenue Account to other funds and accounts; and (d) All payments required to meet any other obliga- tions of the city which are charges, liens or enctumbrances upon or payable from the Revenues of the Enterprise; and the charges shall be so fixed that the Net Revenues shall at least equal 1.50 times the amounts payable under (b). For purposes of this Section, Net Revenues shall include all investment income on all accounts established in the Water Enterprise Fund and on all other funds established for the benefit of the holders of the 1992 Bonds or Parity Bonds. Cowenant 9. No Priority for Additional Indebtedness. The city covenants that no additional indebtedness shall be incurred pursuant to Section 1210 and other provisions of the City Charter or any law of the State of California having any priority in payment of principal or interest out of the Revenues of the Enterprise over the 1992 Bonds. Covenant 10. Limits on Parity Bo~ds. (a) Parity Bonds may be issued to finance or re-finance any repairs, improvements, enlargements or extensions of the Enterprise, provided that the City covenants that, except for bonds issued to refund any 1992 Bonds or Parity Bonds, no such additional indebtedness evidenced by revenue bonds, revenue notes or any other evidence of indebtedness payable out of the Revenues of the Enterprise and ranking on a parity with the 1992 Bonds shall be created or incurred unless: First: The City is not in default under the terms of this Resolution. Second: The Net Revenues of the Enterprise, calculated on sound accounting principles, as showin by the books of the City for each of the last two com- pleted Fiscal Years prior to the adoption of the reso- lution approving the sale of such additional indebtedness as shown by an audit certificate or opinion of an independent certified public accountant -23- 94601.20.1080.01:14 or firm of certified public accountants employed by the City, plus, at the option of the City, the allow- ance for earnings hereinafter set forth in subparagraph (b) of this covenant, shall have amounted to at least 1.50 times the Maximum Annual Debt Service in any Fiscal Year thereafter on all indebtedness to be outstanding iIamediately subsequent to the incurring of such additional indebtedness. (b) For the purposes of this covenant, the following may be added to the Net Revenues of the Enterprise for the purpose of apply- ing the restrictions contained in this covenant: An allowance for earnings arising from any increase in the charges made for service from the Enterprise which has become effective prior to the incurring of such additional indebtedness but which, during all or any part of said last two completed Fiscal Years, was not in effect, in an amount equal to 75% of the amount by which the Net Revenues should have been increased if such increase in charges had been in effect during the whole of said last two com- pleted Fiscal Years, as shown by the certificate or opinion of an independent certified accountant or firm of certified public accountants employed by the City. (c) For purposes of this Section, Net Revenues shall include all investment income on all accounts established in the Water Enterprise Fund and on all other funds established for the ben- efit of the holders of the 1992 Bonds or Parity Bonds. (d) Junior lien bonds (payable in whole or in part from the Net Revenues) may be issued to finance or refinance any repairs, enlargements, extensions or improvements of the Enterprise, but no Revenues may be used for the payment of such junior lien bonds (interest, principal, redemption premium or sinking fund installments) or the establishment or maintenance of any funds or accounts created in conjunction with their issuance, unless and until: (i) the City has complied fully with all provisions of the Resolution and has made all payments required to that time by the Resolution; (ii) the Reserve Fund contains an amount equal to no less than the maximum combined annual principal and interest requirements of all 1992 Bonds and Parity Bonds then outstanding. -24- 94601.20.1080.01:14 Covenant 11. Tax Covenants Relating to the Internal Revenue Code of 1986. The City shall do the following with respect to the 1992 Bonds which, when initially issued, are the subject of an opinion of counsel to the effect that interest thereon is excluded from gross income for Federal income tax purposes pursuant to the Internal Revenue Code of 1986 or any successor thereto: (a) In order to maintain the exclusion of interest on the 1992 Bonds from gross income for Federal income tax purposes, and for no other purpose, the City shall take actions necessary under the provisions of the Internal Revenue Code of 1986 (the "Code"). In furtherance of the covenant contained in the preceding sentence, the City agrees to comply with the provisions of the Tax and Non-Arbitrage Certificate and Instructions as to Compliance with the Provisions of Section 103(a) of the Internal Revenue Code of 1986 (the "Tax Certificate") delivered by Mudge Rose Guthrie Alexander & Ferdon on the date of initial issuance and delivery of the 1992 Bonds, as such Tax Certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code. (b) The City shall make any and all payments required to be made to the United States Department of the Treasury in connection with the 1992 Bonds pursuant to Section 148(f) of the Internal Revenue Code of 1986 from amounts on deposit in the funds and accounts established under this Resolution and available therefor. (c) Notwithstanding any other provision of this Resolution to the contrary, so long as necessary in order to maintain the exclu- sion from gross income of interest on the 1992 Bonds for Federal income tax purposes, the covenants contained in this Section shall survive the payment of the 1992 Bonds and the interest thereon, including any payment or defeasance thereof pursuant to Section 32 of this Resolution. SECTION 22. Lost, Stolen, Destroyed, or Mutilated 1992 Bonds. In the event that any 1992 Bond is lost, stolen, destroyed or mutilated, the City will cause to be issued a new 1992 Bond simi- lar to the original to replace the same in such manner and upon such reasonable terms and conditions, including the payment of costs and the posting of a surety bond if the City deems such surety bond nec- essary, as may from time to time be determined and prescribed by resolution. The City may authorize such new 1992 Bond to be signed and authenticated in such manner as it determines in said resolution. SECTION 23. Cancellation of 1992 Bo~%ds. All 1992 Bonds surrendered to the Registrar or any paying agent of the City for payment upon maturity shall upon payment therefor be cancelled immediately. Any 1992 Bonds purchased by the city as authorized -25- 94601.20.1080.01:14 herein shall be cancelled forthwith and returned to the City and shall not be reissued. SECTION 24. Consent of 1992 Bondowners. Except as per- mitted by paragraphs (c) and (d) of Section 31 hereof, no amendment, waiver or modification of any provision of this Resolution shall be effective until the consent provided for by this Section 24 shall have been obtained. Any act relating to the amendment, waiver or modification of any of the provisions of this Resolution consented to by bondowners holding a majority in aggregate principal amount of the outstanding 1992 Bonds, exclusive of 1992 Bonds, if any, owned by the city, shall be binding upon the holders of all of the 1992 Bonds, and shall not be deemed an infringement of any of the provisions of this Resolution, whatever the character of such act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution, and after such consent relating to such specified matters has been given, no bondowner shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer thereof from taking any action pursuant thereto. Bondowners may consent by affirmative vote at a bondowners' meeting or may consent in writing without a meeting, all as hereinaf- ter provided. No such amendment, waiver or modification shall be made which will permit (i) a change in the maturity or any installment of interest thereon or a reduction in the principal amount of or rate of interest upon any 1992 Bond without the consent of the holder of such 1992 Bond; or (ii) a reduction of the percentage of the principal amount of 1992 Bonds the vote or consent of which is required to effect any such amendment. (a) Calling Bondowners' Meeting. If the City shall desire to obtain any such consent it may call a meeting of bondowners, by resolution, for the purpose of considering the action, the consent to which is desired. (b) Notice of Meeting. Notice specifying the purpose, place, date and hour of such meeting shall be published once in a financial newspaper or journal of national circulation published in or near the City of New York, New York, not less than sixty days and not more than ninety days prior to the date fixed for the meeting. Such notice shall set forth the nature of the proposed action, con- sent to which is desired. The city Clerk of the City shall also on or before the first publication of such notice, mail a similar notice, postage prepaid, to the respective registered owners thereof at their addresses appearing on the 1992 Bond registry books. The place, date and hour of holding such meeting and the date or dates of -26- 94601.20.1080.01:14 publishing and mailing such notice shall be determined by the city, in its discretion. The actual receipt by any bondowner of notice of any such meeting shall not be a condition precedent to the holding of such meeting, and failure to receive such notice shall not affect the validity of the proceedings thereat. A certificate by the city Clerk, approved by resolution of the City Council, that the meeting has been called and that notice thereof has been given as herein pro- vided shall be conclusive as against all parties and it shall not be open to any bondowner to show that he failed to receive notice of such meeting. (c) Voting Qualifications. Any bondowner may, prior to any such meeting, deliver his 1992 Bond or 1992 Bonds to any agency designated by the City for the purpose, and shall thereupon be enti- tled to receive an appropriate receipt for the 1992 Bond or 1992 Bonds so deposited, calling for the redelivery of such 1992 Bond or 1992 Bonds at any time after the meeting. The Treasurer shall pre- pare and deliver to the chairman of the meeting a list of the names and addresses of the registered owners of 1992 Bonds, with a state- ment of the maturities and serial numbers of the 1992 Bonds held and deposited by each of such bondowners, and no bondowner shall be enti- tled to vote at such meeting unless his name appears upon such list or unless he shall present his 1992 Bond or 1992 Bonds at the meeting or a certificate of deposit thereof, satisfactory to the city, exe- cuted by a bank or trust company. No bondowner shall be permitted to vote with respect to a larger aggregate principal amount of 1992 Bonds than is set against his name on such list, unless he shall produce the 1992 Bonds upon which he desires to vote, or a certifi- cate of deposit thereof as above provided. (d) Issuer-owned 1992 Bonds. The City covenants that it will present at the meeting a certificate, signed and verified by one member of the City Council and by the Treasurer stating the maturi- ties and serial numbers of all 1992 Bonds owned by, or held for account of, the City, directly or indirectly. No person shall be permitted at the meeting to vote or consent with respect to any 1992 Bond appearing upon such such certificate, or any 1992 Bond which it shall be established at or prior to the meeting is owned by the City, directly or indirectly, and no such 1992 Bond (in this Resolution referred to as an "issuer-owned 1992 Bond") shall be counted in determining whether a quorum is present. (e) Quor%~m and Procedure. A representation of at least a majority in aggregate principal amount of the 1992 Bonds then out- standing (exclusive of issuer-owned 1992 Bonds) shall be necessary to constitute a quorum at any meeting of bondowners, but less than a quorum may adjourn the meeting from time to time, and the meeting may -27- 94601.20.1080.01:14 be held as so adjourned without further notice, whether such adjournment shall have been had by a quorum or by less than a quorum. The City shall, by an instrument in writing, appoint a tem- porary chairman of the meeting, and the meeting shall be organized by the election of a permanent chairman and a secretary. At any meeting each bondowner shall be entitled to one vote for every $5,000 princi- pal amount of 1992 Bonds with respect to which he shall be entitled to vote as aforesaid, and such vote may be given in person or by proxy duly appointed by an instrument in writing presented at the meeting. The City, by its duly authorized representative, may attend any meeting of the bondowners, but shall not be required to do so. (f) Vote Required. At any such meeting held as aforesaid there shall be submitted for the consideration and action of the bondowners a statement of proposed action, consent to which is desired, and if such action shall be consented to and approved by bondowners holding at least a majority in aggregate amount of the 1992 Bonds then outstanding (exclusive of issuer-owned 1992 Bonds) the chairman and secretary of the meeting shall so certify in writing to the City, and such certificate shall constitute complete evidence of consent of bondowners under the provisions of this Resolution. A certificate signed and verified by the chairman and the secretary of any such meeting shall be conclusive evidence and the only competent evidence of matters stated in such certificate relating to proceed- ings taken at such meeting. (g) Written Consent of 1992 Bondowners. If the City shall desire to obtain any such consent in writing, without a meeting of bondowners, the City Council may, by resolution, propose the action, to which consent is desired. A copy of such resolution, together with a request to bondowners for their consent to the action proposed therein, shall be published once in a financial newspaper or journal of national circulation published in or near the City of New York, New York. The City Clerk of the City shall also, on or before the publication of such resolution and request, mail a copy thereof to each registered owner at the address appearing on the bond registry books. The actual receipt by any bondowner of such resolution and request shall not affect the validity of the proceedings for the obtaining of such consent. A certificate by said City Clerk, approved by resolution of the City Council, that said resolution and request has been published and mailed as herein provided shall be conclusive as against all parties, and it shall not be open to any bondowner to show that he failed to receive such resolution and consent. Each written consent shall be accompanied by proof of ownership of the 1992 Bonds for which such consent is given. Proof -28- 94601.20.1080.01:14 of ownership shall be made in such manner as shall be prescribed by the resolution proposing the action. Any such written consent shall be binding upon the holder of the 1992 Bonds giving such consent and on any subsequent holder (whether or not such subsequent holder has notice thereof) unless such consent is revoked in writing by the holder giving such consent or by the subsequent holder. To be effec- tive, any revocation of consent must be filed before the adoption of the resolution accepting consents as hereinafter provided. After the holders of at least a majority in aggregate prin- cipal amount of the 1992 Bonds then outstanding (exclusive of issuervowned 1992 Bonds) shall have consented in writing, the City Council shall adopt a resolution accepting such consents and such resolution shall constitute complete evidence of the consent of bond- owners under this Resolution. (h) Publication of Consent. Notice specifying the amend- ment, waiver or modification that has received the consent of bond- owners as required by this section shall be published once in a financial newspaper or journal of national circulation published in or near the city of New York, New York, not less than sixty days fol- lowing the final action in the proceedings for the obtaining of such consent. Said notice is only for the information of bondowners and failure to publish such notice or any defect therein shall not affect the validity of the proceedings theretofore taken in the obtaining of such consent. SECTION 25. 1992 Bond Form. Subject to the provisions of the Resolution, the 1992 Bonds shall be substantially in the form set forth in Exhibit A hereto. SECTION 26. Temporary 1992 Bonds. Any 1992 Bonds may be initially issued in temporary form exchangeable for definitive 1992 Bonds. The temporary 1992 Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, shall be without coupons and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary 1992 Bond shall be executed and sealed by the city and authenticated by the Registrar in substantially the same manner as provided in Section 7 hereof. If the City issues temporary 1992 Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary 1992 Bonds may be surrendered for cancella- tion at the office of the Treasurer, and the Treasurer shall deliver in exchange for such temporary 1992 Bonds an equal aggregate princi- pal amount of definitive 1992 Bonds of the same interest rates and maturities. Until so exchanged, the temporary 1992 Bonds shall be entitled to the same benefits under this Resolution as definitive 1992 Bonds issued hereunder. -29- 94601.20.1080.01:14 SECTION 27. Book-Entry Format. (a) Except as provided in subsection (c) of this Section, the registered owner of all of the 1992 Bonds shall initially be Cede & Co., as nominee of DTC. Payment of interest for any 1992 Bonds registered as of the record date in the name of Cede & Co. shall be made by wire transfer to the account of Cede & Co. on the interest payment dates for the 1992 Bonds at the address indicated on the record date for Cede & Co. in the registra- tion books kept by the Registrar. (b) The 1992 Bonds shall initially be issued in the form of separate single authenticated fully registered 1992 Bonds in the principal amount of each separate stated maturity of the 1992 Bonds. Upon initial issuance, the ownership of each such 1992 Bond shall be registered in the registration book kept by the Registrar in the name of Cede & Co., as nominee of DTC. The Registrar shall treat DTC (or its nominee) as the sole and exclusive owner of the 1992 Bonds regis- tered in its name for the purposes of payment of the principal or interest on the 1992 Bonds, giving any notice permitted or required to be given to the registered owners thereof under this Resolution, registering the transfer of 1992 Bonds, obtaining any consent or other action to be taken by the registered owners thereof and for all other purposes whatsoever; and the Registrar shall not be affected by any notice to the contrary. The Registrar shall not have any respon- sibility or obligation to any DTC participant (a "Participant"), any person claiming a beneficial ownership interest in the 1992 Bonds (a "Beneficial Owner") under or through DTC or any Participant, or any other person which is not shown on the registration books kept by the Registrar as being a registered owner of 1992 Bonds. The City and the Registrar shall have no responsibility with respect to the accu- racy of any records maintained by DTC, Cede & Co. or any Participant with respect to any ownership interest in the 1992 Bonds; the payment by DTC or any Participant to any Beneficial Owner of any amount of principal or interest on the 1992 Bonds; the delivery to any Participant or any Beneficial Owner of any notice which is permitted or required to be given to the registered owners thereof hereunder; or any consent given or other action taken by DTC as the registered owner thereof. The Registrar shall pay all principal and interest on the 1992 Bonds only to or "upon the order of" (as that term is used in the Uniform Commercial Code as adopted in the State of New Jersey) Cede & Co., as nominee of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal and interest on the 1992 Bonds to the extent of the sum or sums so paid. Said principal shall be paid to DTC in immediately available funds on July 1 of each year, beginning July 1, 1992, to: -30- 94601.20.1080.01:14 Muni Redemption Department The Depository Trust Company 55 Water Street 23rd Floor New York, New York 10041 Attention: Collections Supervisor Upon delivery by DTC to the Registrar of written notice to the effect that DTC had determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word "Cede & Co." in this Resolution shall refer to such new nominee of DTC. (c) In the event the City determines that it is in the best interest of the Beneficial Owners of the 1992 Bonds that they be able to obtain bonds, the city will notify DTC and the Registrar of the availability through DTC of 1992 Bonds. In such event, the Registrar shall execute, transfer and exchange 1992 Bonds as requested by DTC and any other registered owner thereof in appropriate amounts. DTC may determine to discontinue providing its services with respect to the 1992 Bonds at any time by giving notice to the city and the Registrar and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no suc- cessor securities depository), the City and the Registrar shall be obligated to deliver 1992 Bonds as described in this Resolution. In the event 1992 Bonds are issued to any registered owner other than DTC, the provisions of this Resolution shall apply to, among other things, the transfer and exchange of such 1992 Bonds and the method of payment of principal and interest on such 1992 Bonds. Whenever DTC requests the City and the Registrar to do so, the Registrar and the City will cooperate with DTC in taking appropriate action after reasonable notice (a) to make available one or more separate bonds evidencing the 1992 Bonds to any Participant having 1992 Bonds cred- ited to its DTC account or (b) to arrange for another securities depository to maintain custody of bonds evidencing the 1992 Bonds. (d) In connection with any notice or other communication to be provided to registered owners of 1992 Bonds pursuant to this Resolution by the Registrar with respect to any consent or other action to be taken by registered owners of 1992 Bonds so long as any 1992 Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 cal- endar days in advance of such record date to the extent possible. SECTION 28. Authorization of Escrow Agreement. The city Council hereby approves the Escrow Agreement, dated as of March 1, 1992, relating to the defeasance of the Refunded Bonds, by and -31- 94601.20.1080.01:14 between the City and the Escrow Agent in substantially the form presented to this meeting, with such changes as the Public Utilities General Manager (or, in the absence of the Public Utilities General Manager, the Public Utilities Financial Services Manager) shall approve (such approval to be conclusively evidenced by the execution of such Agreement). The city Council hereby creates the Escrow Account provided for in such Escrow Agreement, such Account to be held and applied in accordance with the Escrow Agreement. The city Council hereby authorizes the Mayor, the city Manager, the City Treasurer, the Public Utilities General Manager, the Public Utilities Financial Services Manager, and the City Clerk to execute the Escrow Agreement on behalf of the City and to deliver the Escrow Agreement to the proper officials of Bank of America National Trust and Savings Association. SECTION 29. Appointment of Paying Agent. T h e C i t y Council hereby appoints Bank of America National Trust and Savings Association, in San Francisco, California, as paying agent of the City for the Bonds. SECTION 30. Further Action. The Mayor, City Manager, the Public Utilities General Manager, the Public Utilities Financial Services Manager, the City Clerk, the City Attorney and the City Treasurer and the other officers and officials of the City are autho- rized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary and advisable to consummate the transactions contemplated by this Resolution and otherwise necessary to complete the sale of the 1992 Bonds and the application of the proceeds of sale of the 1992 Bonds as described in the official Statement relating to the 1992 Bonds, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 31. Resolution Constitutes Contract; Certain Amendments, etc. (a) The provisions of this Resolution shall con- stitute a contract between the City and the bondowners and the provi- sions hereof shall be enforceable by any bondowner for the equal ben- efit and protection of all bondowners similarly situated by mandamus, accounting, mandatory injunction or any other suit, action er pro- ceeding at law or in equity that is now or may hereafter be autho- rized under the laws of the State of California in any court of com- petent jurisdiction. Said contract is made under and is to be con- strued in accordance with the laws of the State of California. (b) No remedy conferred hereby upon any bondowner is intended to be exclusive of any other remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred -32- 94601.20.1080.01:14 by the Charter, Ordinance No. 2933 or any law of the State of California. No waiver of any default or breach of duty or contract by any bondowner shall affect any subsequent default or breach of duty or contract or shall impair any rights or remedies on said sub- sequent default or breach. No delay or omission of any bondowner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the bondowners may be enforced and exercised as often as may be deemed expedient. In case any suit, action or pro- ceeding to enforce any right or exercise any remedy shall be brought or taken and the bondowner shall prevail, said bondowner shall be entitled to receive from the Water Enterprise Fund reimbursement for reasonable costs, expenses, outlays and attorneys' fees and should said suit, action or proceeding be abandoned, or be determined adversely to the bondowners then, and in every such case, the City and the bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. (c) Prior to the issuance of any 1992 Bonds under this Resolution, any provision of this Resolution and the rights and obli- gations of the City and of the holders of the 1992 Bonds and coupons thereunder may be modified or amended in any respect without the con- sent of any person, upon the adoption by the City of one or more sup- plemental resolutions. (d) After the issuance and delivery of the 1992 Bonds, the provisions of this Resolution shall be irrepealable, but shall be subject to modification, waiver and amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner. For any one or more of the following purposes and at any time or from time to time, a supplemental resolution may be executed and delivered by the City which shall be fully effective in accordance with its terms: (1) To close the Resolution against, or provide limi- tations and restrictions in addition to the limitations and restrictions contained in the Resolution on, the authenti- cation and delivery of Parity Bonds or the issuance of other evidences of indebtedness; or (2) To add to the covenants and agreements of the City in the Resolution, other covenants and agreements to be observed by the City which are not contrary to or incon- sistent with the Resolution as theretofore in effect; or (3) To add to the limitations and restrictions in the Resolution, other limitations and restrictions to be -33- 94601.20.1080.01:14 observed by the City which are not contrary to or inconsistent with the Resolution as theretofore in effect; or (4) To confirm, as further assurance, the pledge cre- ated under the Resolution; or (5) To modify any of the provisions of the Resolution in any other respect whatsoever, provided that (i) no 1992 Bonds shall be Outstanding at the date of the adoption of such supplemental resolution or (ii) such modification shall be, and be expressed to be, effective only after all 1992 Bonds outstanding at the date of the adoption of such supplemental resolution shall cease to be outstanding; or (6) To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in the Resolution; or (7) To insert such provisions clarifying matters or questions arising under the Resolution as are necessary or desirable and are not contrary to or inconsistent with the Resolution as theretofore in effect. SECTION 32. Defeasance. All or any portion of the 1992 Bonds shall no longer be deemed to be outstanding and unpaid if the City shall have made adequate provision for the payment, in accor- dance with the 1992 Bonds and this Resolution, of the principal and interest to become due thereon at maturity. Such provision shall be deemed to be adequate if the City shall have irrevocably set aside, in a special trust fund or account, moneys which when added to the interest earned or to be earned from the investment or deposit thereof shall be sufficient to make said payments as they become due. Moneys so set aside may be invested in any direct obligations of, or obligations guaranteed by, the United States of America, in which the city may lawfully invest its money. SECTION 33. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the City from making con- tracts or creating bonded or other indebtedness payable from the gen- eral fund of the City or from taxes or any source other than the Revenues of the Enterprise, and from and after the sale of the 1992 Bonds the general fund of the City shall not include the Revenues of the Enterprise and no contract or other obligation payable from the general fund of the City shall be payable from the Revenues of the Enterprise, except as provided herein. SECTION 34. Unclaimed Moneys. Moneys held by the Registrar or otherwise for the payment and discharge of the principal -34- 94601.20.1080.01:14 or interest with respect to any of the 1992 Bonds which remain unclaimed for one (1) year after the date when the payment shall have become due and payable, shall, at the written request of the City be repaid by the Registrar to the City, as its absolute property and free from trust, and the Registrar shall thereupon be released and discharged with respect thereto and the Owner shall look only to the City for the payment of such principal or interest; provided, how- ever, that before making any such payment to the City, the Registrar shall, at the expense of the City, cause to be published at least twice, at an interval of not less than seven (7) days between publi- cation, in an Authorized Newspaper, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than thirty (30) days after the date of the first publication of such notice, the balance of such moneys then unclaimed will be returned to the City. SECTION 35. Severability. If any provision, or any por- tion thereof, contained in this Resolution, or the application thereof to any person or circumstance is held to be unconstitutional, invalid or unenforceable, the remainder of this Resolution and the application of any such provision, or portion thereof, to other per- sons or circumstances shall be deemed severable and shall not be affected thereby, and this Resolution and the 1992 Bonds shall remain valid and the bondowners shall retain all valid rights and benefits accorded to them under this Resolution, the city Charter and the Constitution and laws of the State of California. SECTION 36. Substitutes. The Mayor Pro-Tempore, any Deputy city Clerk, and any duly authorized substitute for the Treasurer, may act in the place and stead of the Mayor, the City Clerk and the Treasurer, respectively, in the performance of any and all things authorized or provided for in this Resolution, including the signing of the 1992 Bonds. -35- 94601.20.1080.01:14 SECTION 37. Effective Date. This Resolution shall take effect immediately. ADOPTED, SIGNED AND APPROVED this twenty-fourth day of March, 1992. [ SEAL ] Attest: City Clerk -36- 94601.20.1080.01:14 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 92R-59 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 24th day of March, 1992, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Simpson, Ehrle, Pickler, Daly and Hunter NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 92R-59 on the 25th day of March, 1992. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 25th day of March, 1992. CITY CLERK OF THE CITY OF ANAHEIM ( SEAL ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 92R-59 duly passed and adopted by the City Council of the City of Anaheim on March 24, 1992. CITY CLERK OF THE CITY OF ANAHEIM E~q{I BIT A [ BOND FORM] UNITED STATES OF AM~tICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAI{EIM WATER REVENUE BOND, 1992 SERIES No. __- Interest Rate: Maturity Date: Dated Date: CUSIP: The CITY OF ANAHEIM, a municipal corporation situated in the County of Orange, State of California (the "City"), FOR VALUE RECEIVED, hereby promises to pay, solely from the Water Enterprise Fund, as hereinafter provided, to or registered assigns, on July 1, , upon presentation and surrender of this bond, the sum of DOLLARS, with interest thereon at the Interest Rate per annum stated hereon, payable semiannually on the first day of July and January of each and every year, commencing July 1, 1992, until the city's obligation with respect to the payment of such principal sum shall be discharged. such interest shall be payable from the most recent interest payment date next preceding the date hereof to which interest has been paid, unless the date hereof is a July 1 or January 1 to which interest has been paid, in which case from the date hereof, or unless the date hereof is on or prior to June 15, 1992, in which case from the dated date of the 1992 Bonds, or unless the date hereof is between a record date and the next succeeding interest payment date, in which case from such interest payment date; provided, further, that if, as shown by the records of the Registrar, interest on the 1992 Bonds shall be in default, 1992 Bonds issued in exchange for 1992 Bonds surrendered for transfer or exchange shall bear interest from the interest payment date to which interest has been paid in full on the 1992 Bonds surrendered or if no interest has been paid, their dated date. The terms and provisions of this bond and definitions of certain terms used herein may be continued on the reverse side of this bond and such continued terms and provisions and definitions shall for all purposes have the same effect as though fully set forth on the front of the bond. This bond shall be negotiable, subject with respect to transfer to the provisions for registration set forth on the reverse hereof and in the Resolution. A-1 94601.20. 1080.01:14 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 the indebtedness evi- denced by this bond and in issuance of this bond exist, have hap- pened, and have been performed in due time, form and manner as required by the Constitution and laws of the State of California and the city Charter and that this bond, together with all other indebt- edness of the City pertaining to the city's water system, is within every debt and other limit prescribed by the Constitution and laws of the State of california and the city Charter. This bond shall not be entitled to any benefit under the Resolution or be valid or become obligatory for any purpose until this note shall have been authenticated by the execution by the Registrar of the Registrar's Certificate of Authentication hereon. IN WITNESS WHEREOF, the City of Anaheim has caused this bond to be signed by the Mayor and the City Treasurer of the city by their facsimile signatures, countersigned by the City Clerk of said City by her facsimile signature, and sealed with the corporate seal of the City. COONTIeRS IGNED: city Clerk city Treasurer ~ (S~AL) A-2 94601.20.1080.01:14 [FORM OF CERTIFICATE OF AUTHENTICATION ON ALL BONDS] REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds delivered pursuant to the within-mentioned Resolution. Registrar By:_ Authorized Officer Date of Authentication and Registration: 94601.20.1080.01:14 [REVERSE OF BOMD] Both principal of and interest on this bond are payable in lawful money of the United States of America. Except as otherwise provided in the Resolution, the principal on this bond is payable at the principal corporate trust office of Bank of America NT&SA in San Francisco, California, or, at any other paying agent which has been selected (in its sole discretion) by the City in New York, New York. Except as otherwise provided in the Resolution, interest on this bond shall be payable by check or draft mailed to the registered owner on the registration records maintained by the Registrar, determined as of the close of business on the 15th day of the calendar month whether or not a business day immediately preceding an interest pay- ment date (including the date on which the principal of a Bond is to be paid). This bond is one of a duly authorized issue of bonds of the city designated "Water Revenue Bonds, 1992 Series" (the "1992 Bonds"), all of which have been issued pursuant to Section 1210 of the City Charter and Ordinance No. 2933, as amended, of the City Council (the "Ordinance"), for the purpose of financing the cost of the acquisition and construction of additions to and improvements of the City's water system, and the creation of said issue and the terms and conditions of the 1992 Bonds are provided for by the resolution of the City Council authorizing the 1992 Bonds adopted March 24, 1992, designated Resolution No. 92R- (the "Resolution"), and this reference incorporates the Resolution and Section 1210 of the City Charter and the Ordinance, and by acceptance hereof the holder of this bond assents to said terms and conditions. The Resolution is adopted under, and this bond, is issued under and, is to be construed in accordance with, the City Charter, the Ordinance and the laws of the State of California. This bond and the interest hereon are not a debt of the City, nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts, or rev- enues, except the Net Revenues (as defined in the Resolution) of the City's water system pledged to its payment, and the principal of and the interest on this bond are payable solely from the Net Revenues of the City's water system pledged to its payment and said City is not obligated to pay such principal and interest except from said Net Revenues. The Water Enterprise Fund is established under and pursu- ant to Section 1210 of the City Charter, the Ordinance and the Resolution, and under the provisions of the Resolution the Revenues of the City's water system are required to be deposited to the credit of the Water Enterprise Fund and used only for the purposes autho- rized by the Resolution, including the payment of principal and interest of the bonds. A-4 94601.20. 1080.01: 14 By the terms of Section 1210 of the City Charter and the Ordinance and by covenant expressed in the Resolution, the City is obligated to prescribe, revise and collect charges for the services and facilities of the water system of the City such as to provide revenues sufficient to pay the interest on and principal of the 1992 Bonds as they become due and payable in addition to all other pay- ments required for compliance with the Resolution and the necessary and reasonable maintenance and operation costs of the City's water system, is prohibited from issuing bonds having any priority with respect to payment from the Revenues of the City's water system, and is subject to conditions with respect to any sale of said water system. In the manner provided in the Resolution, any or all of the obligations referred to in this paragraph and certain other obliga- tions mentioned in the Resolution may be waived with the consent of the holders of a majority in aggregate principal amount of the out- standing 1992 Bonds, exclusive of issuer-owned bonds. The 1992 Bonds are issuable in the form of registered 1992 Bonds without coupons in the denominations of $5,000 or any integral multiple of $5,000. The owner of any 1992 Bond or 1992 Bonds may surrender the same (together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney) at the principal corporate trust office of Bank of America National Trust and Savings Association in San Francisco, California, or, at any other paying agent which has been selected (in its sole discretion) by the City in exchange for an equal aggregate principal amount of registered 1992 Bonds of any other authorized denominations. Such exchanges shall be in the manner, subject to the conditions and upon the payment of the charges provided in the Resolution. This bond is transferable, as provided in the Resolution, only upon the books of the City kept for that purpose at the above-mentioned principal corporate trust office of Bank of America National Trust and Savings Association in San Francisco, California, or, at any other paying agent which has been selected (in its sole discretion) by the City, by the registered owner hereof in person, or by his duly authorized attorney, upon surrender of this bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attor- ney, and thereupon a new registered bond or bonds of this series, without coupons and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges therein prescribed. The city, the Registrar and the paying agents of the City may deem and treat the person in whose name this bond is registered as the abso- lute owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes. A-5 94601.20. 1080. O1: 14 EXHIBIT B FORM OF MANAGER'S DETERMINATION CERTIFICATE I, , [Public Utilities General Manager or Public Utilities Financial Services Manager] of the city of Anaheim (the "City") do hereby certify that the principal amount of the Water Revenue Bonds, 1992 Series (the "Bonds") for each year of maturity, and the respective interest rates with respect to the Bonds, are set forth below: Pr inc ipa 1 Interest July 1 Amounts Rate Dated Date: All capitalized terms employed herein which are not defined herein shall have the same meanings as in Resolution No. 92R- of the City, adopted March 24, 1992. Dated: , 1992 By: [Public Utilities General Manager or Public Utilities Financial Services Manager] B-1 94601.20.1080.01:14