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1981-455 CITY OF ANAHEIM RESOLUTION NO. 1981 R-455 ..-- ~. '\ RESOLUTION OF THE CITY COUNCI~ 0' THE CITY OF ANAHEIM, CALIFORNIA RELATING T~ THE ISSUANCE OF ELECTRIC SYSTEM REVENUE BOND A~TICIPATION NOTES OF SAID CITY PURSUANT TO ORDIN~NCE NO. 4252 OF SAID CITY COUNCIL, AS AMENDED. WHEREAS, the City Council of the City of Anaheim (the .City.) at its meeting on August 18, 198!, adopted an Ordinance des- ignated as Ordinance No. 4252, said Ordin~nce, as heretofore amended, providing for the procedures for the issuance and sale of the $92,000,000 Electric Revenue Bond Anticipation Notes of the City and providing the terms and conditions of said Notes (the "Ordinance.); and WHEREAS, the C it Y Co unc i 1 ha s hereto fo re adopted two 0 rd i- nances amend i ng the Ord inance (the .. Ord inance Amendments.); and WHEREAS, it is deemed to be in the best interest of the City to adopt the following resolution (the "Resolution.): NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: ,,-.... -'" ".--~ ,......... ~ ~" SECTION 1. Representations an~ Warranties. The City represents and warran~s that: (a) It is a municipal corporation duly organized and val- idly existing under the Constitution and laws of the State of California, and has all requisite power and authority to conduct its bus iness, to own its properties and to execute, del iver and perform all of its obligations under the Ordinance, the Ordinance Amendments, this Resolution, the Letter Agreement, dated as of July 28, 1981, by and between the City and Southern California Edison Company (the "Letter Agreement"), the Dealer Bank Agireement (the "Dealer Bank Agreement") the Issuing and paying Agent Agreement (the "Issuing and paying Agent Agreement") and the Revolving Credit Agreement (the "Revolving Credit Agreement") to which the City is or is to be a party; and to issue each of the Notes. The Letter Agreement, the Dealer Bank Agreement, the Issuing and paying Agent Agreement and the Revolving Credit Agreement are herein s~metimes referred to as the Related Agreements. (b) The issuance, execution, delivery and performance by the City of the Notes, the Ordinance, the Ordinance Amendments, this Resolution and the Related Agreements (subject to, in the case of the Ordinance Amendments, the effectiveness thereof) have been duly autborized and do not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the City, (ii) result in a breach of or constitute a default under any resolution of the City with respect to the electric system of the City (the -2- ,_.~. "........... .,.. --, "Electric System") or any indenture or loan or credit agreement, or any other ag reement, lease or instnl'Dent with respect to the Electric System to which the City is a party or by which the City or any of its properties within the Electric System may be bound or affected, or (iii) result in, or require, the cre~tion or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature, other than those imposed in the Ordinance, the Ordinance Amendments, this Resolution and the Related Agreements, upon or with respect to any of the assets now owned or hereafter acquired by the City for the Electric System; and the City is not in any material respect in violation of or in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument material to its operations of the Electric System. (c) No authorization, consent, approval, license, exemption of or reg istration with any court or governmental department, cOl1ll\is- sion, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of the Ordinance, the Ordinance Amendments, this Resolution and the Related Agreements, except as set forth in the Letter Agreement. (d) The Ordinance, the Ordinance Amendments, this Resolution and the Related Agreements (suQject to, in the case of the Ordinance Amendments, the effectiveness thereof) constitute legal, valid and binding obligations of the City enforceable against the -3- ~~~ ,..-....,.. 1 _ -....- "'""''"''r. City in accordance with their respective terms, except as they may be. limited by applicable bankruptcy, insolvency, moratorium, reorganiza- tion or similar laws affecting the enfo~cement of creditors' rights generally. (e) The Notes will be, when ex~cuted and delivered, valid and binding obligations of the City, enforceable in accordance with their respective terms except as they may be limited by applicable bankruptcy, insolvency, moratorium, reo~ganization or similar laws affecting the enforcement of creditors' rights generally. (f) Upon effectiveness of Ordinance No. 4267, the pledge and assignment created by Section 13 of the Ordinance, as amended by Ordinance No. 4267, will be valid and binding as provided in such Section 13, as amended, except as may be limited by applicable bank- ruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally. (g) Upon effectiveness of Ordinance No. 4270, the change in the interest rate limitation set forth in Section 4 of the Ordinance, as amended by Ordinance No. 4270, will be valid and binding as pro- vided in such Section 4, as amended, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally. -4- ,~-~ ,.-..., -5- .... - .~ '~,- of the City's fuel inventory will be expended for additional constr'uction of or improvements to the Electric System, for additions to the City's fuel inventory, or for the payment, purchase, or redeaption of Notes or other City indebtedness incurred in connection with the Electric System. The City covenants that it wial not enter into, amend, modify or otherwise alter power sale contracts that would result in more than 25 percent of the annual output of an Electric System fac il i ty to be constructed, reconstructed: or acquired with Note pro- ceeds being sold, on a take or payor take and pay basis, to one or more persons each of whom (i) is not an "exempt person" within the meaning of Treasury Regulations Section 1.,103-7 (b) (2), and (ii) makes a guaranteed minimum payment or pays a d$l1and charge exceeding three percent of the average annual debt service with respect to the por- tion of the Note proceeds used to construct, reconstruct or acquire such a facility; provided, however, that the City may amend, modify, alter or enter into power sale contracts of such types if the City first obtains an unqualified opinion of Bond Counsel that such action will not impair the exemption from Federal income taxes of interest paid on the Notes. The City represents that it haS not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. -6- SBCTION 3. IlIo Litigation. The City hereby represents th~t there is no litigation ,--~ , pending wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Notes, the Ordinance, the Ord inance Amendments, this Resolutioin, the Revolving Credit Agreement, the Dealer Bank Agreement or ~he Issuing and paying Agent Agreement, except for any such litigati~n as to which there has been rendered an opinion of Bond Counsel that such litigation is with- out meritABCTIOH 4. IlIotes Outstanding. If the City, at or prior to the maturity of the Notes or a portion thereof, shall payor there shall be on deposit in the Note Account created pursuant to Section 14 of the Ordinance, for the express purpose of paying the Notes or a portion thereof and the interest thereon, monies in an amount which shall be sufficient to pay when due the principal of and intere$t on the Notes or a portion thereof to the date of maturity or to s~ch earlier redemption date, such Notes or such portion thereof for the purpose of Section 2 of the Ordinance shall no longer be deemed to be outstanding. SECTION 5. Purther Covenants. The City hereby covenants that: a. No Note issued under the Ordinance, other than any Note issued pursuant to the Revolving Credit Agreement, shall mature more than two hundred seventy (270) days from "............. the date of issuance thereof. b. A Note need not bear interest from its date, if the Oetermination given or delivered with respect to such -7- .- Note pursuant to the Ordinance shall specify an interest rate of zero. c. The City will not amend, modify or otherwise alter the Letter Agreement in any respect which, in the opinion of Bond Counsel, will impair the exemption from Federal income taxes of interest paid on the Notes. d. The principal amount of Notes outstanding under the Ordinance at any time, shall not exceed the aggregate principal amount of the Credit under the Revolving Credit Agreement at such time. e. Any person may rely upon the oral or written representation of any officer lisited as an Authorized Person in the Ordinance as to the avallability of any other officer listed as an Authorized Pe~son in the Ordinance when such officer makes a Determination pursuant to the Ordinance. ,---, SBCrIOR 6. Reat:fi~t-inn of ~lD!tUmtatians and rnaDnant:s. Each issuance of Notes by the City shall constitute an affirmation on the part of the City that the representations and war- ranties of this Resolution are true and correct as of the time of issuance of such Notes and that all agreements and covenants to be performed by the City pursuant to this Resolution on or before such date have been duly performed, unless prior to the issuance of such Notes, the City shall have received an opinion of Bond Counsel that the failure of the City to make such representations and warranties or to perform such agreements and covenants will not materially -8- ---.. r-... - adversely affect the authorization of the City to issue such Notes. Such affirmation shall be evidenced by the execution and delivery to Bond Counsel on the date of each such issuance of a certificate signed by the Authorized Person, subs~antially in the form of Exhibit A hereto. Copies of such certificate shall be mailed on such day to the dealer under the Dealer Bank Agreement and to the Issuing and Paying Agent. S~IOB 7. Events of nm:al11t ~nd D -~ies_ If one or more of the following events of default shall occur and be continuing: a. a default under the Revol~ing Credit Agreement with Bank of America National Trust and Savings Association, and acceleration of the Master Note delivered by the City thereunder as a result of such default; or b. a default in the due and punctual payment of the principal of or interest on any Note when and as the same shall become due and payable; then, and in any such event the holder of any Note may, by notice in writing to the City, declare such Note to be, and it shall forthwith become, due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the City. -9- - .~ SBcrIOH 8. Resolution to Cons~itute Contract. The provisions of this Resolution shall constitute a part of the contract between the City and the Note holders, created pursu- ant to the Notes and the Ordinance, and such provisions shall be enforceable by mandamus or any other appro,riate suit, action or pro- ceeding at law or in equity in any court of competent jurisdiction. -10- A --". 1981. Attest: SEC'lIOR 9. Effective Date. This Resolution shall take effect upon adoption. ADOPTED, SIGNED AND APPROVED this 29th day of September, ~ j)",/~.dT.I .. City Clerk .~ I;:;, _ .~ STATE OF CALIFORNIA ) COUIITY OF ORANGE ) s s . CITY OF ANAHEIM ) I, LINDA D. ROBERTS, City Clerk of the City of ~aheim, do hereby certify that the foregoing Resolution No. 81R-455 was introd~ced and adopted at a regular 1leeting provided by law, of the City Council of! the City of Anaheim held on the 29th day of September, 1981, by the fo11owi~g vote of the members thereof: AYES: COUNCIL MEMBERS: Overholt, Kaywood, B~y, Roth and Seymour NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said leso1ution No. 81R-455 on the 29th day of Septe~ber, 1981. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 29th day of September, 1981. ~.l..I.l)~ C C ERK OF THE . I OF ANAHEIM (SEAL) I, LINDA D. RO~ERTS, City Clerk of the City of Anaheim, do hereby certify that Uheforegoing is the original of Resolution No. 81R-455 duly passed and adopted by the Anaheim City Council on September 29, 1981. ~..I~J.D~-" CITY CL RK , -4- """""'" Exhibit A '>;., THE CITY OF ANAHEIM SUPPLEM~TAL ARBITRAGE CERTIFICATE, REAFFIRMATION OF ~EPRESENTATIONS AND WARRANTIES, AND CERTIFICATe OF COMPLIANCE WITH COVENANTS AND AGR~EMENTS ,-, Pursuant to the terms of Resolution No. of the Council of the City of Anaheim (the "Resolution") and pursuant to the Federal Treasury Regulations under Section I03(G) of the Internal Revenue Code, the following statements, reaffir~ations, and certifications are made on behalf of the City of Anahe!m (the "City"): 1. Today, , ___, ____ (the "Issuance Date") , the City has sold Electric System Bond Anticipation Notes in the amounts, with the maturities, and beariing the interest rates set forth in Attachment A, attached hereto (the "Notes"). 2. The City reaffirms as of the Issuance Date the repre- sentations and warranties set forth in Section 1 of the Resolution. 3. The City represents and warrants that the representa- tions and warranties set forth in Se~tions l, 2 and 3 of the Resolution have remained true and have mot been breached since the date the Resolution was adopted. 4. The City reaffirms its covenants set forth in Sections 2, 3 and 5 of the Resolution as of the Issuance Date. ,,-...... 5. The City certifies that the covenants set forth in Sections 2, 3 and 5 of the Resolution have been complied with. 6. The City signed the Master Arbitrage Certificate ___, 1981. By its signature to this document the City hereby reissues said Master Arbitrage Certificate with respect to the Notes as of the Issuance Date. EXECUTED this day of , -. .......... By c~ -2- .......... .4. tIb Nl;.~ ~~ rL) , 1:1 } / /' . Jf ......~ '::.;.. ~,-~,.J- ~: ~I SECTION 3. No Li tiga tion. The City hereby represents that there is no litigation pending wherein an unfavorable decision, ruling or finding would "".- adversely affect the validity of the Notes, the Ordinance, the ordinance Amendments, this Resolution, the Revolving Credit Ag reement, the Deal er Bank Ag reement or tlhe Issuing and Paying Agent Agreement, ~;~here ~_:ndered an opinion of Bond Counsel that such lltl::::::N i:.Wl:::: :::~:~ndi~. ~~2; :i:;:.,~~ ~ k.. ~ la 4t.a "" ---1' --. If the City, at or prior to the maturity of Ehe Notes or a portion thereof, shall payor there shall be on deposit in the Note Account created pursuant to Section 14 of the Ordinance, for the express purpose of paying the Notes or a portion thereof and the interest thereon, monies in an amount which shall be sufficient to pay when due the pr incipal of and interesit on the Notes or a portion thereof to the date of maturity or to such earlier redemption date, such Notes or such portion thereof for the purpose of Section 2 of the Ordinance shall no longer be deemed to be outstanding. SECTION 5. Further Covenants. The City hereby covenants that: a. No Note issued under the Ordinance, other than any No te issued pursuant to the Revolv ing Cred it Ag reement, shall mature more than two hundred seventy (270) days from the date of issuance thereof. .- b. A Note need not bear interest from its date, if the Determination given or delivered with respect to such -7- '!ao...$-. . __ ...