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1981-457 ...",,,. - CITY OF ANAHE IM RESOLUTION NO. 1981 R- 457 .--..... , '\ RESOLUTION OF THE CITY COUNCIL, OF THE CITY OF ANAHE IM, CALIFORNIA APPROVING 'THE FORM OF THE DEALER BANK AGREEMENT RELATING TO THE ELECTRIC SYSTEM REVENUE BOND ANTICIPATIQN 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, 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 s~id Notes (the "Ordinance"); and WHEREAS, the City Council has heretofore adopted two ordi- nances amend i ng the Ord inance (the " o rid inance Amendments.); and WHEREAS, the City Counci~ has qetermined that it is neces- sary and required that the City Council by resolution authorize the City to enter into the Dealer Bank Agreement with Goldman, Sachs & Co .; and WHEREAS, the City Council desitres to authorize the proper officers of the City to take all necess~ry steps to complete the transactions contemplated by this Resoilution and the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF ANAHEIM DOES .~ HEREBY RESOLVE, DETERMINE AND ORDER as follows: '1 _ ~, - SECTION 1. Dealer Bank Agreemqnt. .. The City is l1ereby authorized to enter into a Dealer Bank Agreement with Goldman, Sachs & Co., in substantially the form ."...~ attached as Exhibit A hereto. In the event the Dealer Bank Agreement is terminated by any of the parties thereto for any reason, the City is hereby authorized to enter into similar agreements wi th others for such purpose. SECTION 2. Execution of the D,aler Bank Agreement. The Mayor of the City and the C~ty Clerk are hereby autho- ri zed to execute and deliver the Dealer' Bank Agreement with such additions and changes therein as the Mayor may approve, such approval to be conclusively evidenced by the s~gning of the Dealer Bank Ag reement. SECTION 3. Effective Date. This Resolution shall take effect upon adoption. ADOPTED, SIGNED AND APPROVED thi s 29th day of September, c4 J)~ ~~.t7z; t.,- . . . 1981. Attest: "......". -2- .. "...-- ~ ~- , STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LINDA D. ROBERTS, City Clerk of the City of ~aheim, do hereby certify that the foregoing Resolution No. 8lR-457 was introdu4ed and adopted at a regular meeting provided by law, of the City Council of ~he City of Anaheim held on the 29th day of September, 1981, by the fOllowin* vote of the members thereof: AYES: COUNCIL MEMBERS: Overholt, Kaywood, Bar, 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 Resolution No. 8lR-457 on the 29th day of Septem~er, 1981. IN WITNESS WHEREOF, I have hereunto set my hand $nd affixed the seal of the City of Anaheim this 29th day of September, 1981. ~.JA~ CITY CLE. OF THE CTY OF ANAHEIM (SEAL) I, LINDA D. ROBERTS, City Clerk of the City of ~heim, do hereby certify that the foregoing is the original of Resolution No. 81R~457 duly passed and adopted by the Anaheim City Council on September 29. 1981. ~ "/lll,~ CITY CLE . '. . .~ ~ w ,fr"". .- EXHIBIT A CITY OF ANAHEIM PUBLIC UTILITIES DEPARTMENT Goldman, Sachs & Co. 55 Broad Street Ne w Yo r k, N. Y . I 0 0 0 4 "......., , I Dear Sirs: The purpose of this letter is to confirm the agreement between us whereby Goldman, Sachs & Co. ("Goldr:1an") will act. as a dealer with respect to the short-term Electric Revenue Bond Anticipation Notes to be issued by the City of Anaheim ("City"ij each of which notes shall (a) be issued in principal amount of not less than 550,000; (b) have a maturity not exceeding 270 days from the date of issue; and (c) not contain any condition of redemption or right to prepay. Such notes shall hereinafter be referrc~ ':0 as "sr.ort-terl.1 notes." 1. The Ci cy represents ana warrancs cnaa it has taK.en all necessary action and has full power (a) to einter into this agreement; (b) to enter into an agreement datee with the Bank of America National Trust and Savings Association (rrlssuing Agent"), a copy of It/hieh is attached hereto as Exhibit A (" Issuing Agency Agreement"); and (0) to issue and deliver the short-term notes in accordance with the Issuing Agency Agreement. The City further represents and warrants that the short-term notes when issued under the Issuing Agency Agreement will constitute the legal, valid and binding obligation of the City and shall be enforceable in accordance with their respec- tive terms, except as limited by bankruptcy, insolvency, morato- rium, reorganization and other similar laws relating to creditors' rights generally. 2. Goldman may, from time to time, but shall not be obligated to, purchase short-term notes from the City or arrange for the sale of short-term notes on behalf of the City. Goldman and the City agree that any short-term notes which Goldman may purchase, or the sale of which Goldman may arrange, will be purchased or the sale will be arranged on the terms and conditions and in the manner provided herein. Goldman shall notify the Public Utilities General Manager of the City as promptly as practicable in the event Goldman decides for credit or market reasons that it will not purchase or arrange for the sale of the short-term notes. 3. Attached hereto as Exhibit B and expressly made a part hereof is ,......,." a list of the Authorized Persons authorized to act on behalf of the City to effect sales of the short-term notes. Goldman may rely upon such authorization until otherwise notified in writing by the City. -6- _ - 4. Attached hereto as Exhibit C and expressly made a part hereof is a certificate of the City Clerk of the City certifying as to the incumbency of those officers of the City authorized to sign short-term notes on the City's behalf and containing the true signatures of each of such persons. 5. All transactions in short-term notes between Goldman and the #I""'~" City shall be in accordance with th~ custom and practice in the commercial paper market. In accordance with such custom and practice, the purchase of short-ter~ notes by Goldman, or sales arranged by Goldman, shall be negotiated verbally between Goldman personnel and the authoriaed representatives of the City. Such negotiation shall determine the principal amount of short-term notes to be sold, the dis~ount rate, or interest rate applicable thereto (which Hill not; exceed the maximum legal interest rate) and the maturity thereof. Goldman shall confirm each transaction made with or arra!nged by it to the City in writing in Goldman's customary form iPy sending written confirma- tion to the City on the business day after such transaction i~ Dads. Cs:ivery anc pay~enc of sncr~-cerrn notes shall DC effected in accordance with the Issuing Agency Agreemen~. Goldman shall. pay for the short-term notes purchased by it or sold for the benefit of the City in immediately available funds on the business day on which such shQrt-term notes are authenti- cated and delivered to Goldman. 6. Goldman's fee for such sales shall oe included in the discount rate with respect to short-term not$s issued at a discount, or stated separately as a fee, in thel case of short-term notes bearing interest. Such fee will be calculated as follows: (a) On interest-to-follow notes: .00125 x (par value plus inter~st from the date of sale to the date of maturity) x ~of days Jl60 (b) On discounted notes: .00125 x par value x No. of da~s 360 7. The City will supply to Goldman on a continuing basis three copies of its most recent electric $ystem annual audited finan- cial report. The City understands t~at Goldman may use informa- tion contained in such report to prepare informational documents concerning the Ci ty, referred to as Commercial Paper Annual and .~ Quarterly Memoranda. The City expressly consents to the use of such publicly available information. The City further under- takes to supply to Goldman addition!al copies of such reports when requested by any commercial paper customer of Goldman. The City further agrees to notify Goldman promptly upon the occurrence of any event which would render any material fact ......., ----4- ~ - stated in the City's most recent electric system annual audited financial report untrue or misleading. 8. Goldman will supply to the City, if requested, summary informa- tion on the short-term note program as often as monthly. ,,,,,,,,......, 9. This agreement may be terminated by either parLY upon one busi- ness day's notice to the other parLY. 10. This agreement shall be governed by and construej In accordance with the laws of the State of Califdrnia. If the foregoing accurately reflects our agreement, please sign the enc lased copy 0 f th i s letter in Lne spac~d prov ided below' and return it to the undersigne~. Very truly yours, Accepted as of the date first above written: Goldman, Sachs & Co. ,.......", ~. "I ."" ..4 - - E)(.AI City of Anaheim Anaheim, California ;' .......... Bank of America, N.T. & S.P. 55 South Plower Los Angeles, California 90071 , 1981 Attention: Dear By this letter Bank of America National Trust and Saving Association (hereinafter the "Banklt) is. requested to act as Issuing and Paying Agent on behalf of the City ~f Anaheim (hereinafter the ItCity") in connection with the sale and tssuance, from time to time, of the City's short-term unsecured Electrlc Revenue Bond Anticipation Notes (hereinafter the "Notes It). As Is~uing and Paying Agent, you will be governed by the terms and cond~tions of this Issuing and Pay ing Agent Ag reemen t (the "Ag reemen t It) . 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 with the amount, date of issue and maturity date left blank. The Notes will bear th_ 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 with a specimen signature for each authorized officer. If the City sha11 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 the 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 ItA-. 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 authorizea ("Authorized Person") to issue instructions relative to compl etion and del ivery of Notes. -. Bank of America, N.T. & S.P. , 1981 Page Two ..... ~ From time to time and at a mutually-agr.ed-upon time, a Designated Employee, upon receipt of telephone, electronic wire service, or written instructions from any Authorized Person, will withdraw the necessary number of Notes from safekeeping and, in accordance with such instructions, the Designated Emplo1ee 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 Pu~chaser, 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 Person, free). All oral instructions given to a Designated Employee for the completion and delivery of the Notes ~ill be confirmed in writing within twenty-four hours (unless instr~tions shall have been given by electronic wire service, in which everit 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 ~ules of the New York Clearing House in effect at the time of the del ivery.' The proceeds of the Notes delivered against payment are to be credited to an account set up in adyance on your books in the City's name (the "Note Account"). At m$turity, all Notes presented to you for payment are to be paid by you and charged to the Note Account; provided there are sufficient tunds 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 ta the amount of Notes maturing on such day. - In the event you are instructed to del iver a Note against payment, the delivery and receipt of payment may not necessarily be completed simultaneously, and you are a~thorized to following the prevailing custom, which is, to deliver a Note to the Purchaser, receive the Purchaser's receipt for the d~livery and, at a later time but on the same day, after Purchaser has verified the delivery against his Purchase Agreement, to reciev~ payment frOM the Purchaser (1) 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 - *~ Bank of America, N.T. & S.P. , 1981 Pa4J e ~h ree payable to your order, drawn by a member bank on the Federal Reserve Bank. ,~ If payment is made by check, you will be required to pick up the check at the Purchaser's office sp long as it is not located outside the financial district of Lower 1Manhattan. We hereby warrant and represent to you, which will be a continuing warranty and representation, that all Notes delivered to you pursuant to this Agreement are authorized and executed as pre- scribed,in the Ordinance duly adopted by the City Council of the City, and that your appointment as IssuiJng 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 that both parties reserve the ri,ht to terminate this Agreement, and t~ authority granted herein, upon 30 days' written notice, such termin~tion to take effect on the 31at day following service of such writt~n notice by deposit in the U.S. mail, by personal service or by electronic wire service. , Payment will be made within twen~y days of receipt of bill- in" which will be no more than once monthly, in accordance with the following fee schedule: Por 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 anv and all actions or caUSes of action, C'laims, demands, losses, oblig~tions and liability and all coats and expenses (including expenses of litigation) incident there- to, to third parties directly or indirec~ly resulting from or occur-. ring by reason of any act of or deliberalte or negligent omission by the undersigned or its officers, employee. 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- si9ned 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. - " ~ 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 ~nd save harmless and defend the Bank from and against any and all liability, loss, damage, expense of any nature incl uding 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, pursuapt to this agreement, except those acts on the part of the Bank abov~ 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, CITY OF ANAHEIM By ACCEPTED AND APPROVED: BANK OP AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By DATED: - .. ..,t:.., _ - ,?'~.._.-.._.- APPENDIX A [Date] Bank of America National Trust and Savings Association, 5S 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, il1cluding quanti- ties, denominations, seria~ numbers and amounts. ] Please acknowledge receipt Gf these Notes on the line below and return this letter to us. ' Very truly yours, [Signature of AuthOirized Person] REtIIP'r ACKNOWLEDGED. DATED /"""" Bank of America National Trust and Savings Association By ... -4.. 11, l~ .,""""'" ~...--.. ......... " ......~ 1/80 APPENDIX B - ~; .. -. .-.. .. .. I~SUANCE DEPARTMENT IMPLEMENTATION INF6~A1IbN T 1 PBRSONNEL AUTHORIZED TO COUNTERSIGN/AUT$ENTICATE NAMES SIGNATURES TITLES VICE PRESIDENT VICE PRESIDENT ASST. VICE PREStDENT MANAGER MANAGER MANAGER " ASSISTANT MANAG$R PER PRO SIGNER In add i tion to those listed above, the n.es of persons authorized to accept instructions for issuance are as follows: 'lelephone Numbers: Confirmation/Mailing Address: Note: List invaLid unless authenticated by signature below. Date