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1981-456 CITY OF ANAHEIM RESOLUTION NO. 1981 R- 456 _. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA APPROVING fHE FORM OF THE ISSUING AND PAYING AGENT AGREEMIENT RELATING TO THE ELECTRIC SYSTEM REVENUE BO~D ANTICIPATION NOTES OF SAID CITY AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF. WHEREAS, the City Council of the City of Anaheim (the .City") at its meeting on August 18, 1981, adopted an Ordinance des- ignated as Ordinance No. 4252, said Ordinance, 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 City Council has heretofore adopted two ordi- nances amending the Ordinance (the "Ordinance Amendments"); and WHEREAS, the City Council has determined that, pursuant to Section 14 of the Ordinance, as amended, it is necessary and required that the City Council by resolution designate an Issuing and Paying Agent for the payment of the principal of and interest on the Notes; and WHEREAS, the City Council has determined that it is neces- sary and required that the City Council by resolution authorize the Ci ty to ente r into the Issui ng and Pa ying Agent Agreement wi th such .~. Issuing and Paying Agent; and WHEREAS, the City Council desires to authorize the proper officers of the City to take all necessary steps to complete the 1. .- - transactions contemplated by this Resolution and the Issuing and Paying Agent Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF ANAHEIM DOES ,- HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. Issuing and payingiAgent. The City I I ~: u::: 1 y:::et:y a::P:~ n ::su::nk:r~~int::::v for I S~rvices Company the Notes. SECTION 2. Issuin reement The City is hereby authorized to enter into an ssuing and Paying Agent Agreement with BankAmeric~ Security 5~rY.dlc s Company of New York , insubstantially the form attached as Exhibit A hereto. In the event the Issuing and Paying Agent Agreement is ter- ainated by any of the parties thereto for any reason, the City is hereby authorized to enter into similar agreements with others for such purpose. SECTION 3. Execution of the! Issuing and Payirag Agent f4 ~e..ent. The Mayor of the City and the City Clerk are hereby autho- rized to execute and deliver the Issuing and Paying Agent Agreement with such additions and changes therein as the Mayor may approve, such approval to be conclusively evidenced by the signing of the Issuing and Paying Agent Agreement. .~ -2- ~-_....... ..a - SECTION 4. Note Account. BankAmerica Security services Cqrnpany of New Y~rk, are hereby directed and authorized to pay interest on and the principal _. of the Notes when due, from an account (the "Note Account") to be established on its books in the name o~ the City. The City will deposit funds in the Note Account at suCh times and in such amounts to provide sufficient funds to pay the Pti'incipal and interest due on the No tes on the day on which they respectively mature and come due, which payment shall be in accordance with the terms of the Notes and the Ordinance, as amended. SECTION 5. Effective Date. This Resolution shall take eff$ct upon adoption. ADOPTED, SIGNED AND APPROVED this 29th day of. September, 1981. A t'~est : ~4'/~ ~. -3- - ~ "' STATE OF CALIFORNIA ) eOUITY 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-456 was introd~ced and adopted at a regular meeting 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 Citr of Anaheim signed said Resolution No. 81R-456 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. ".4'J~ CI CL RK OF THE CITY 0 ANAHEIM (SEAL) I, LINDA D. ROBERTS, City Clerk of the City of Anaheim, do hereby certify.that the foregoing is the original of Resolution No. 8lR-456 duly passed and adopted by the Anaheim City Council on September 29, 19a1. ~'~(~~~ CITY C · RK , 'If' .4 ......- ~ ''--'" .). "."..'......... i .1<1 ... Jl!l".. .I. f"'l'''''" - City of Anaheim Anaheim, California Bank of America, N.T. & S.P. 55 South Flower Los Angeles, California 90071 , 1981 Attention: Dear By this letter Bank of America National Trust and Saving Association (hereinafter the n Bank") is requested to act as Issuing and Paying Agent on behalf of the City ~f Anaheim (hereinafter the "City") in connection with the sale and issuance, from time to time, of the City's short-term unsecured Electr!c Revenue Bond Anticipation Notes (hereinafter the "Notes"). As Is.uing and Paying Agent, you will be governed by the terms and cond1tions of this Issuing and Paying Agent Ag reemen t (the "Ag reemen t") . For so long as this Agreement is in effect, the City will, from time to time, deliver to the Bank at the above address executed Notes, in bearer form but wi th the amount; date of issue and maturity date left blank. The Notes will bear the facsimile signature of the Mayor or the Clerk of the City and you will be furnished with a Signature Certificate confirming the title and authority of such per- sons to execute the Notes, together witfu a specimen signature for each authorized officer. If the City shall authorize other individu- als to sign the Notes, you will also be given a copy of the Resolution so appointing them. The Notes will be numbered serially and bear such other identification as tbe City deems appropriate. Upon a receipt of Notes by you, you will acknowledge the same by returning a receipt form to the City, copy of which is attached hereto as Appendix "A". You will hold all Notes for the City's account in safekeeping. By an appropriate Certificate of Designation (in the form of Appendix "B"), you will advise us, from time to time, of the names of the Designated Employees who are autho- rized to receipt for, complete and deliver the Notes. You will be furnished with a letter from the City Clerk, listing the names of persons authorized ("Authorized Person") to issue instructions relative to completion and delivery of Notes. - Bank of America, N.T. & S.P. , 1981 Page Two '\ '~-=~,."" From time to time and at a mutually-agreed-upon time, a Designated Employee, upon receipt of telephone, electronic wire service, or written instructions from any Authorize4 Person, will withdraw the necessary number of Notes from safekeeping and, in accordance with such instructions, the Designated Employee will: (a) Complete each Note as to ~he date, maturity, amount and, if so directed, will strike the wotd "bearer" and insert the name of the payee, and, if an interest-b~aring Note, will insert the amount of interest; (b) Validate each Note by signing the same; and (c) Deliver the Notes to the Putchaser, or the consignee to or for the account of the Purchaser ther~of, against payment for the City's account as herein provided (or, if instructed by an Authorized Pe r so n, f r e e) . All oral instructions given to a Designated Employee for the completion and delivery of the Notes will be confirmed in writing within twenty-four hours (unless instrudtions shall have been given by electronic wire service, in which event such wire service writing shall itself be considered as written i~structions) and you shall incur no liability to us in acting upon telephone instructions which the Designated Employee believes in good faith to have been given by an Authorized Person. Each delivery of Notes shall be subject to the rules of the New York Clearing House in effect at the time of the delivery.- The proceeds of the Notes delivered against payment are to be cred i ted to an account set up in advlance on your books in the City's name (the "Note Account"). At maturity, all Notes presented to you for payment are to be paid by YOiu and charged to the Note Account; provided there are sufficient funds in the Note Account to effect payment. The City will provide for funds to be deposited in the Note Account prior to the end of any such day, in an amount at least equal to the amount of Notes maturing on such day. In the event you are instructed to deliver a Note against payment, the delivery and receipt of pa~ent may not necessarily be completed simultaneously, and you are authorized to following the ."".,..." prevailing custom, which is, to deliver a Note to the Purchaser, receive the Purchaser's receipt for the delivery and, at a later time but on the same day, after Purchaser has verified the delivery against his Purchase Agreement, to recieve payment from the Purchaser (i) by means of a credit to your account at the Federal Reserve Bank of New York; or (ii) by Purchaser's delivery to you of a check JIlIIIl.'.~~...,~ ............ Bank of America, N.T. & S.P. , 1981 Page Three payable to your order, drawn by a member bank on the Federal Reserve Bank. c-~_ If payment is made by check, y~u will be required to pick up the check at the Purchaser's office ~o long as it is not located outside the financial district of Lower Manhattan. We hereby warrant and represe~t to you, which will be a continuing warranty and representation, that all Notes delivered to you pursuant to this Agreement are auth~rized and executed as pre- scribed,in the Ordinance duly adopted by the City Council of the City, and that your appointment as Issuing and Paying Agent is in accordance with and does not exceed the authority contained in the Resolution of the City Council. For your information, a copy of the Resolution is attached. It is understood that this agr,ement for the services of the Bank as Issuing and Paying Agent in. connection with either the initial sale and issuance or refunding of City's Notes is not an exclusive agreement. It is further understood tha~ both parties reserve the right to terminate this Agreement, and tl!te authority granted herein, upon 30 days' written notice, such termi~ation to take effect on the 31st day following service of such writ~en notice by deposit in the u.s. mail, by personal service or by electronic wire service. Payment will be made within twenty days of receipt of bill- ing, which will be no more than once monthly, in accordance with the following fee schedule: For each transaction, $8.00 per month; With a monthly minimum $25.00. The undersigned bank does hereby agree to indemnify and hold the City harmless from and against a~y and all actions or causes of action, claims, demands, losses, obligations and liability and all costs and expenses (including expenses of litigation) incident there- to, to third parties directly or indirectly resulting from or occur- ring by reason of any act of or deliberate or negligent omission by the undersigned or its officers, employe~s or agents with respect to the issuance of any such Certificate or Certificates which is not in ,,-"____ accordance with or is contrary to instructions issued to the under- signed by the City from time to time pursuant to the terms of the this agreement. The undersigned further agrees that it will, at the City's request, appear and defend any and all actions instituted against the City as a result of any obligations resulting from actions within the scope of this indemnity. ","' ,'_ IIII!IIl" -- Bank of America, N.T. & S.P. , 1981 Page Four In order to induce the Bank to enter into this agreement, the City does hereby agree to indemnify and save harmless and defend __ the Bank from and against any and all liability, loss, damage, expense of any nature including interest, costs and attorney's fees, which it may incur in connection with the handling of the Notes by the Bank as custodian and agent, pursuant to this agreement, except those acts on the part of the Bank above described against which it has agreed to indemnify. If the foregoing is in accordance with your understanding, kindly so indicate by accepting and returning the enclosed copy of this letter. Very truly yours, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ACCEPTED AND APPROVED: By DATED: ,.......,.,. --4 _____ .....,..,.. - APPENDIX A -~, " [Date] Bank of America National Trust and Savings Association 55 South Flowe r Los Angeles, California 90071 Attention: [Designated Employee] Dear [Designated Employee]: We enclose the following Notes for safek~eping, execution and deliv- ery pursuant to our further instruction$: [Set forth Note description, i~cluding quanti- ties, denominations, seri~l numbers and amoun ts . ] Please acknowledge receipt C3f these NOites on the line below a.nd return this letter to us. Very truly yours, [Signature of Authorized Person] RECEIPT ACKNOWLEDGED. DATED AI"""""....... Bank of America National Trust and Savings Association By - ~ - 1/80 APPENDIX B . .... . ISSUANCE DEPARTMENT IMPLEMENTATION INFORMATION _. PERSONNEL AUTHORIZED TO COUNTERSIGN/AUT$ENTICATE NAMES TITLES SIGNATURES VICE PRESIDENT VICE PRESIDENT ASST. VICE PRES!DENT MANAGER MANAGER MANAGER ASSISTANT MANAGER PER PRO SIGNER In addition to those listed above, the names of persons authorized to accept instructions for issuance are as follows: Telephone Numbers: Confirmation/Mailing Address: ,......... Note: List invalid unless authentioated by signature below. Date .... ,It ~ , ....... -, ~~c: "'"""'''''''''-,,,,,,,,,,,.<,,,,,....,,. 5flc.~ ~UlA. .c__..~___-]-~=Y:~ {~ ~ '-",-~...--._--- ,......"",.""..".,"< transactions contemplated by this Resolution and the Issuing and Paying Agent Ag reement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF ANAHEIM DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. Issuing and Paying I Agent. The City Council hereby appoin~s Yrtlat 8hd Oa";1R~. AiliiQ.!iat1vli to act as ~ssuing and Paying Agent for the Notes. SECTION 2. Issuing and Paying i Agent Agreement. The City is hereby authorized ~o enter into an Issuing and Paying Agent Agreement with -BaRk ~f ~DHu!e--a N81:ioR I.'\fin,s .~8seeia~ioPl, in substantially the form attached as Exhibit A hereto. In the event the Issuing and Pa~ing Agent Agreement is ter- .inated by any of the parties thereto for any reason, the City is hereby authorized to enter Into similar agreements with others for such purpose. SECTION 3. Execution of the: Issuing and Paying Agent ~z:;ee,ent. The Mayor of the City and the City Clerk are hereby autho- ri zed to execute and del iver the Issuing and Paying Agent Agreement with such additions and changes therein as the Mayor may approve, ~ such approval to be conclusively evidenced by the signing of the Issuing and Paying Agent Agreement. -2- ,".#~".t~,~ "/ ~... - lill<'-" L/5V -~ ?;J,J} , - ~, ~ SECTION 4. Note Account.1.~&~v" rJ"", '-1..../,,- Q.a.A.~,.c-Ame'ric--e'-"Na1:-i'oi1al T) tl'S"t-'end'''SaV''i-~s-A!tsoc1 a t: iO'ft are hereby directed and authorized to pay interest on and the principal of the Notes when due, from an account (the "Note Account") to be established on its books in the name of the City. The City will deposit funds in the Note Account at sudh times and in such amounts to provide sufficient funds to pay the principal and interest due on the Notes on the day on which they respedtively mature and come due, which payment shall be in accordance with the terms of the Notes and the Ordinance, as amended. SECTION 5. Effective Date. This Resolution shall take eff~ct upon adoption. ADOPTED, SIGNED AND APPROVED this day of September, 1981. Mayor Attest: (!ity Clerk -3- ,. . ~u