1981-379CITY OF ANAHEIM RESOLUTICN N0. 81R- 37y
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM,
CALIFORNIA, AUTHORIZING THE ISSUANCE OF $92,000,000
ELECTRIC REVENUE BONDS OF SAID CITY AND PROVIDING THE TERMS
AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS
WHEREAS, the City of Anaheim is a municipal corporation
organized and existing under a Charter duly and regularly adopted
pursuant to the provisions of the Constitution of the State of
California; and
WHEREAS, Section 1210 of said Charter provides 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
for which such special fund was established until the pur-
pose 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
anticipation 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 anticipa-
~-~ tion notes and revenue bonds outstanding in accordance with
their terms at any one time shall not exceed $92 million.
Such revenue bond anticipation notes may be sold, issued
and secured in such manner and subject to such terms and
conditions as the City Council may prescribe by ordinance;
provided that such revenue bond anticipation notes shall
not constitute an indebtedness or general obligation of the
City of Anaheim and are not to be secured by the taxing
power of said City"; and
WHEREAS, Ordinance No. 2980 of the City Council of the City
of Anaheim, as amended by Ordinance No. 4158, incorporating certain
sections of the Revenue Bond Law of 1941 (Chapter 6, Part 1,
Division 2, Title 5 of the Government Code of the the State of
Calif ornia), establishes a procedure for the issuance of such bonds
as provided for in said Section 1210; and
WHEREAS, pursuant to said Section 1210, said Ordinance
No. 2980, as amended, and Resolution No. 81R-138 of the City Council
of the City of Anaheim, a special municipal election was held in said
City on June 2, 1981, for the purpose of submitting to the qualified
voters of said City the following proposition:
"In order to obtain substantial savings and provide
more economical electric service, shall the City of Anaheim
be authorized to finance the construction and acquisition
of facilities, property and rights related to the San
Onofre Nuclear Generating Station and the generation and
transmission of electric energy by issuing revenue bonds
and revenue bond anticipation notes, and any combination
thereof, not payable from property taxes, in an aggregate
principal amount outstanding in accordance with their terms
at any one time not to exceed $92 million?"
WHEREAS, said proposition was approved by the votes of more
than a majority of all the voters voting on said proposition at said
special municipal election; and
WHEREAS, this City Council deems it necessary to issue and
sell $92,000,000 of the authorized amount of electric revenue bonds
at this time, to be designated "Electric Revenue Bonds, Issue of
1981", for the purposes hereinafter set forth, which Bonds shall be
~" on a parity with the City's Electric Revenue Bonds, Issue of 1972,
Electric Revenue Bonds, Issue of 1976 and Electric Revenue Bonds,
Issue of 1980;
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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:
(a) "Annual Debt Service" as computed from time to
time under Covenant 11 of Section 14 hereof with respect to
any fiscal year means the amount of principal (including
Sinking Account payments} and interest which will become
due and payable or will accrue in such fiscal year on out-
standing Bonds and parity bonds.
(b) "Authorized investments" means any obligations in
which the City may lawfully invest its funds, provided that
so long as any of the 1972 Bonds are outstanding the term
"authorized investments" shall be limited to mean direct
obligations of or obligations guaranteed by the United
States of America, or Certificates of Deposit of recognized
banks or trust companies fully secured by direct obliga-
tions of or obligations guaranteed by the United States of
America.
(c) "Bonds" (Capitalized) means the revenue bonds
authorized to be issued by this Resolution.
(d) "City" means the City of Anaheim, California.
City.
(e) "City Council" means the City Council of the
(f) "Enterprise" means the entire electric system of
the City of Anaheim, including all improvements and exten-
sions later constructed or acquired (sometimes hereinafter
referred to as "Electric System" or "System") .
(g) "Finance Director" means the Finance Director of
the City.
(h) "Fiscal Agent" means the fiscal agent under the
1972 Bond Resolution.
(i) "Fiscal year" means the year period beginning on
July 1 and ending on the next following June 30.
(j) "Gross revenues" or "Revenues" means rates, fees
and charges for providing electric service to persons and
`""` real property and all other fees, rents and charges and
other income derived by the City, from the ownership, oper-
ation, use or services of the enterprise, which Revenues
are required to be deposited in the Electric Revenue Fund.
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(k) "Maintenance and operation expenses" means the
reasonable and necessary current expenses of maintaining,
repairing and operating the enterprise, including City
administrative expenses directly attributable to electric
system functions, but excluding depreciation, interest and
am ortization, all computed in accordance with sound
accounting principles and consistent with existing account-
ing practices of the City.
(1) "Maximum Annual Debt Service" as computed from
time to time under Section 15 and Covenant 11 of
Section 20 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 serial Bonds and
serial parity bonds payable in such fiscal year and
outstanding at the time of such computation;
(2) The minimum Sinking Account payments, if any, pay-
able in such fiscal year with respect to the term
Bonds and any term parity bonds; and
(3) The interest which would be due during such fiscal
year on the aggregate principal amount of Bonds and
parity bonds which would be outstanding in such fiscal
year if the serial Bonds and serial parity bonds out-
standing on the date of such computation are retired
as they mature and if the term Bonds and any term
parity bonds outstanding on the date of such computa-
tion, if any, are retired as scheduled in this
Resolution and in the resolution providing for the
issuance of such term parity bonds.
(m} "Net revenues" of the enterprise means.-the amount
of the gross revenues less the maintenance and operation
expenses as defined.
(n) "1972 Bond Resolution" means Resolution
No. 72R-83 of the City Council, adopted March 14, 1972,
authorizing the issuance of the 1972 Bonds.
(o) "1980 Bond Resolution" means Resolution
No. 80R-457 of the City Council, adopted October 10, 1980,
authorizing the issuance of the 1980 Bonds.
(p) "Resolution" means this Resolution No. 81- of
the City Council, adopted August 18, 1981.
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(q) "1972 Bonds" means the $8,000,000 electric
revenue bonds designated "Electric Revenue Bonds, Issue of
1972" referred to in the recitals hereof.
(r) "1976 Bonds" means that $6,000,000 electric reve-
nue bonds designated "Electric Revenue Bonds, Issue of
1976" referred to in the recitals hereof.
(s) "1980 Bonds" means the $92,000,000 electric reve-
nue bonds designated "Electric Revenue Bonds, Issue of
1980" referred to in the recitals hereof.
(t) "Parity bonds" means the. 1972 Bonds, the 1976
Bonds, the 1980 Bonds and any other revenue bonds, revenue
notes or other similar evidences of indebtedness (including
those referred to in the 1972 Bond Resolution as
"Additional Bonds") heretofore or hereafter issued for the
acquisition, construction and financing of extensions of,
additions to, repairs and replacements to, renewals of, and
improvements of the enterprise, payable out of the Revenues
and which, as provided in this Resolution, rank on a parity
with the Bonds.
(u) "Parity bond resolution" means any resolution
authorizing the issuance of parity bonds.
(v) "Registrar" means Bank of America National Trust
and Savings Association.
(w) "Revenue Bond Law" means the Revenue Bond Law of
1941 as cited in the recitals hereof.
(x) "Treasurer" means the Treasurer of the City.
SECTION 2. Equality of Bonds, Pledge of ..Revenues.
Pursuant to Section 1210 of the City Charter, said Ordinance
No. 2980, as amended, and this Resolution, the Bonds shall be equally
secured by a pledge, charge and lien upon the gross 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 inter-
est on and principal of said Bonds and any premiums upon the redemp-
tion of any thereof shall be and are secured by an exclusive pledge,
charge and lien upon the gross revenues of the enterprise, and all of
the gross revenues of the enterprise are hereby pledged, charged and
assigned for the security of said Bonds, and such gross revenues and
any interest earned on the gross revenues shall constitute a trust
"~ f and for the security and payment of the interest on and principal of
said Bonds and so long as any of the Bonds or interest thereon are
unpaid said gross revenues and interest thereon shall not be used for
any other purpose, except as. permitted by this Resolution and any
parity bond resolutions, and shall be held in trust for the benefit
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of the bondholders and shall be applied pursuant to this Resolution,
or to this Resolution as modified pursuant to provisions herein, and
any parity bond resolutions.
Nothing in this Resolution shall preclude: (a) the redemp-
tion prior to maturity of any Bonds subject to call and redemption or
payment of said Bonds at maturity from proceeds of refunding bonds
issued under Section 1210.1 of the City Charter as the same now
exists or as hereaf ter amended, or under any other law of the State
of Calif ornia; (b) the issuance, subject to the limitations contained
herein, of parity bonds; or (c) the issuance of additional indebted-
ness payable solely from surplus moneys in th~ Electric Revenue Fund
pursuant to Section 12 hereof.
SECTION 3. Amount, Issuance, Purpose and Nature of Bonds.
Under and pursuant to said Section 1210, and Ordinance No. 2980, as
amended, Bonds in the amount of $92 , 000 , 000 shall be issued, in
accordance with the authorization stated in the recitals hereof, for
the purpose of financing the acquisition of an ownership interest in
Units No . 2 and No . 3 of the San Onof r e Nuclear Generating Station,
including the funding of interest during construction and of the
Reserve Fund, the payment of o ther costs and expenses incidental to
the foregoing and the payment of any bond anticipation notes or other
notes or obligations of the City, the proceeds of which are used for
any of the above purposes. Said Bonds shall be special obligations
of the City and shall be secured by a pledge of and lien upon, and
shall be a charge upon, and shall be payable as to the principal
thereof and interest thereon and any premium upon the redemption of
any thereof solely from, the gross revenues of the enterprise, such
gross revenues being hereby pledged, charged and assigned for the
security of the Bonds.
SECTION 4. No General City Liability. The general fund
of the City is not liable for the payment of the Bonds or their
interest, nor is the credit or taxing power of the.-City pledged for
the payment of the Bonds or their interest. The holders of the Bonds
or coupons shall not compel the exercise of the taxing power by the
City or the forfeiture of any of its property. The principal of and
interest on the Bonds and any premium upon the redemption of any
thereof 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 revenues, except the gross revenues of
the enterprise.
SECTION 5. Description of Bonds. The Bonds shall be as
described by subsequent resolution of the City Council adopted prior
n to the issuance of the Bonds.
SECTION 6. Interest. The Bonds shall bear interest at a
rate or rates that will be determined by subsequent resolution of the
City Council adopted prior to the issuance of the Bonds.
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SECTION 7. Execution of Bonds. The Mayor of the City
and the Treasurer are hereby authorized and directed to sign the
Bonds by their printed, lithographed or engraved facsimile signa-
tures, and the City Clerk of the City is hereby authorized and
directed to countersign the Bonds and to affix thereto the corporate
seal of the City, and the Treasurer is hereby authorized and directed
to sign the interest coupons of the Bonds by his printed, litho-
graphed or engraved facsimile signature.
SECTION 8. Registration. The Bonds may be registered
either as to principal only or as to both principal and interest, and
any registered Bond may be discharged from registration in the manner
and with the effect set forth in the provisions for registration con-
tained in the form of bond set forth in subsequent resolution of the
City Council adopted prior to the issuance of the Bonds.
SECTION 9. Redemption of Bonds. The manner and timing
of the redemption of the Bonds shall be determined by subsequent res-
olution of the City Council adopted prior to the issuance of the
Bonds.
All or any of the Bonds subject to call may be called for
redemption at any one time. If less than all of the Bonds are
redeemed at any one time, such Bonds shall be redeemed in inverse
order of maturity and by lot within each maturity. The interest pay-
ment date on which Bonds which are called are to be presented for
redemption is herein sometimes called the "redemption date."
(a) Notice of Redemption. Notice of the intended
redemption shall be published by one insertion in a newspa-
per of general circulation in the County of Los Angeles,
California, and in a financial newspaper or journal of
national circulation published in or near the City of New
York, New York, said publications to be at least 30 days
but not more than 60 days prior to the redemption date.
The notice of redemption shall (a) state the redemption
date; (b) state the redemption price; (c) state the numbers
and date of maturity of the Bonds to be redeemed, provided,
that whenever any call includes all of the outstanding
Bonds subject to call the numbers of the Bonds need not be
stated; (d) require that such Bonds be surrendered with all
interest coupons maturing subsequent to the redemption date
(except that no coupons need be surrendered on Bonds regis-
tered as to both principal and interest) at the Corporate
Agency Division of Bank of America National Trust and
Savings Association in Los Angeles or San Francisco,
California, or at the option of the holder, at any other
paying agent of the City in Chicago, Illinois, or New York,
New York; and (e) give notice that further interest on such
Bonds will not accrue after the designated redemption
date.
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If any of the Bonds designated for redemption shall be
registered so as to be payable otherwise than to bearer,
the Registrar shall, on or before the date of publication
of said notice of redemption, mail a similar notice postage
prepaid to the respective registered owners thereof at the
addresses appearing on the bond registry book.
The actual receipt by the holder of an~- Bond of notice
of such redemption shall not be a condition precedent to
redemption, and failure to receive such notice shall not
affect the validity of the proceedings for redemption of
such Bonds or the cessation of interest on the redemption
date. The mailed notice or notices required by this sec-
tion shall be given by the Registrar. A certificate by the
Registrar that notice of call and redemption has been given
to holders of registered Bonds as herein provided shall be
conclusive as against all parties, and no bondholder whose
Bond or registered Bond is called for redemption may object
thereto or object to the cessation of interest on the
redemption date fixed by any claim or showing that he
failed to receive actual notice of call and redemption.
{b) Red®ption Fund. Prior to the redemption date
there shall be established a redemption fund to be
described or known as Electric Revenue Bonds, Issue of
1981, Redemption Fund (herein sometimes referred to as
"1981 Redemption Fund"), and prior to the redemption date
there shall be set aside in said 1981 Redemption Fund
moneys available for the purpose and sufficient to redeem,
at the prices payable as in subsequent Resolution of the
City Council provided, the Bonds designated in such notice
of redemption. Said moneys must be set aside in said fund
solely for that purpose and shall be applied on or after
the redemption date to payment of the Bonds to be redeemed
upon presentation and surrender of such bonds and, except
as to registered Bonds, all interest coupons maturing of ter
the redemption date, and shall be used only for that
purpose. Any interest coupon due on or prior to the
redemption date shall be paid from the Bond Service Account
upon presentation and surrender thereof. Any interest due
on or prior to the redemption date upon Bonds registered as
to both principal and interest shall be paid from said Bond
Service Account. Each Bond presented, if unregistered, or
if registered as to principal only, must have attached
thereto or presented therewith all interest coupons matur-
ing after the redemption date. If, after all of the Bonds
have been redeemed and cancelled or paid and cancelled,
there are moneys remaining in said 1981 Redemption Fund,
said moneys shall be transferred to the Electric Revenue
Fund; provided, that if said moneys are part of the
proceeds of refunding bonds said moneys shall be
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transferred to the fund or account created for the payment
of principal of and interest on such refunding bonds.
(c) Effect of the Notice of Redemption. When notice
of redemption has been given, and when the amount necessary
for the redemption of the Bonds called for redemption is
set aside for that purpose in the 1981 Redemption Fund, the
Bonds designated for redemption shall become due and pay-
able on the redemption date, and upon presentation and sur-
render of said Bonds and, except as to Bonds registered as
to both principal and interest, all interest coupons matur-
ing after the redemption date, at the place specified in
the notice of redemption, such Bonds shall be redeemed and
paid at said redemption price out of the 1981 Redemption
Fund, and no interest will accrue on such Bonds called for
redemption or on any interest coupon thereof after the
redemption date specified in such notice, and the holders
of said Bonds so called for redemption after such redemp-
tion date shall look for the payment of such Bonds only to
said 1981 Redemption Fund. All Bonds redeemed and all
interest coupons thereof shall be cancelled forthwith and
shall not be reissued.
All interest coupons pertaining to any redeemed Bonds,
which coupons have matured on or prior to the redemption
date, shall continue to be payable to the respective hold-
ers thereof but without interest thereon. All unpaid
interest payable at or prior to the redemption date upon
Bonds registered in such manner that the interest is pay-
able only to the registered owners shall continue to be
payable to the respective registered owners of such Bonds,
or their order, but without interest thereon.
SECTION 10. Funds and Accounts. A. The Treasurer shall
continue to maintain the following funds and accounts, heretofore
created under and pursuant to said Section 1210:
(1) Electric Revenue Fund, and the following accounts
within said fund:
(a) Electric Revenue Bonds, Bond Service Account
(the "Bond Service Account");
(b) Electric System Maintenance and Operation
Account (the "M&0 Account"); and
(c) Electric System Renewal and Replacement
Account (the "R&R Account"); and
(2) Electric System Surplus Revenue Fund.
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B. The Fiscal Agent shall continue to maintain the
following funds so long as any of the 1972 Bonds remain outstanding:
(1) Electric Revenue Bonds, Issue of 1972, Electric
System Revenue Bond and Interest Fund (the "Bond Service
Fund"); and
(2) Electric Revenue Bonds, Issue of 1972, Electric
System Revenue Bond Reserve Fund (the "Reserve Fund") .
C. From and after the retirement of all of the 1972 Bonds
(or the date on which provision for such retirement has been made so
that they are no longer outstanding within the meaning of the 1972
Bond Resolution) the Reserve Fund shall be maintained by the
Treasurer.
D. The Treasurer shall continue to maintain the following
funds so long as any of the 1980 Bonds remain outstanding:
(1) Electric Revenue Bonds, Issue of 1980,
Construction Account (the "1980 Construction Account");
(2} Electric Revenue Bonds, Issue of 1980, Interest
During Construction Account (the "1980 IDC Account"); and
(3) Electric Revenue Bonds, Issue of 1980, Sinking
Account (the "1980 Sinking Account").
E. The following additional accounts are hereby created in
the Electric Revenue Fund and shall be maintained by the Treasurer:
(1) Electric Revenue Bonds, Issue of 1981,
Construction Account (the "1981 Construction Account"); and
(2) Electric Revenue Bonds, Issue of 1981,,. Interest
During Construction Account (the "1981 IDC Account").
F. Additional accounts will be created by subsequent reso-
lutions of the City Council.
SECTION 11. Disposition of Bond Proceeds. The proceeds
of the sale of the Bonds shall be deposited in such manner and in
such funds and accounts as shall be determined by subsequent resolu-
tion of the City Council adopted prior to the issuance of the Bonds.
Moneys, if any, in the IDC Account shall be used for the
payment of interest on the Bonds as such interest becomes due on and
prior to a date set by subsequent resolution of the City Council, and
pending such use may be invested in any authorized investments,
provided that any income derived from such investment shall be
transferred to the Construction Account.
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The City may deposit money received from any source in the
Construction Account. The moneys set aside and placed in the
Construction Account shall remain therein until from time to time
expended for the purposes for which the Bonds were issued.
Moneys in the 1981 Construction Account, including any pro-
ceeds of the sale of Bonds, may be invested in any investments per-
mitted by subsequent resolution of the City Council adopted prior to
the issuance of the Bonds, provided that the maturity or maturities
thereof shall not be later than the date or dates on which moneys
must be available to meet scheduled 1981 Construction Account
expenditures. If any sum remains in said 1981 Construction Account
of ter the full accomplishment (as certified by the General Manager of
the Public Utilities Department of the City) of the purposes for
which the Bonds were issued, it shall be transferred to and placed in
the Electric Revenue Fund.
SECTION 12. Electric Revenue Fund. The Treasurer shall
deposit the gross revenues of the enterprise as received in the
Electric Revenue Fund. The Finance Director shall allocate or trans-
f er moneys from the Electric Revenue Fund in the amounts and priority
as follows.
SECTION 13. Bond Service Account; Sinking Account
First, on or before the twentieth day of each calendar month so long
as any of the Bonds are outstanding, in addition to the transfer
required by Section 14 of the 1972 Bond Resolution and Section 13 of
the 1980 Bond Resolution, the Finance Director shall allocate to the
Bond Service Account the following amounts: (1) one-sixth of the
interest which will become due and payable on the outstanding Bonds
and parity bonds within the next ensuing six months, except that for
any interest payment due on or before a date, to be determined by
subsequent resolution of the City Council adopted prior to the issu-
ance of the Bonds, the monthly sum allocated shall be the interest
which will become due and payable less the amount of any funded
interest placed in the Bond Service Account and the 1981 IDC Account
pursuant to subsequent resolution of the City council adopted prior
to the issuance of the Bonds divided by the number of months remain-
ing in said period; and (2) one-twelfth of the principal amount which
will mature and be payable on the outstanding serial Bonds and serial
parity bonds within the next ensuing twelve months. In the event
that the allocations for each calendar month as of oresaid are less
than the amounts required for that month because of lack of funds or
for any other reason the deficiency shall be added to and become a
part of the allocations required for the following calendar month.
- The Finance Director shall allocate to the 1980 Sinking
Account sums sufficient to call and reduce term Bonds on such dates
and in such amounts as shall be designa tea by subsequent resolution
of the City Council adopted prior to the issuance of the Bonds.
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In any event, such sums shall be allocated so that the full
amount required to pay, as it becomes due, the interest on said Bonds
and parity bonds and any installment of principal on said Bonds and
.~ parity bonds shall be set aside in the Bond Service Account and the
1980. Sinking Account at least five days prior to the date the
installment of interest or principal becomes due.
Any moneys required to be set aside in the Bond Service
Account may be prepaid in whole or in part by 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 may be reduced by an amount equal to arty investment
income received during its preceding calendar month on moneys in the
Bond Service Account. In any event at least five days prior to the
date of any installment of interest or principal on such Bonds and
parity bonds all sums required for the payment thereof must be in the
Bond Service Account.
Moneys in the Bond Service Account and the 1980 Sinking
Account may be temporarily invested in any authorized investments
provided that the maturity or maturities thereof shall not be later
than the date or dates on which money must be available in the Bond
Service Account and the 1980 Sinking Account.
The Bonds and the interest coupons shall recite that they
are payable from the Electric Revenue Fund, but notwithstanding such
recital shall be paid from the Bond Service Account, or from a 1981
Redemption Fund established in accordance with Section 9(b) of this
Resolution. Moneys in the 1980 Sinking Account shall be used to
redeem any term Bonds at the times and in the amounts as shall be
determined by subsequent resolution of the City Council adopted prior
to the issuance of the Bonds.
Any such call and redemption shall be made in accordance
with Section 9 hereof, and for that purpose moneys in the 1980
Sinking Account may be transferred to the 1981 Redemption Fund for
the payment of principal upon redemption of any term Bonds called for
redemption prior to maturity.
Moneys in the 1980 Sinking Account may also be used, prior
to the date when any term Bonds are selected by lot, in lieu of (or
partially in lieu of) mandatory call and redemption, for the purchase
of any such term Bonds at a purchase price (including brokerage and
other fees) not exceeding par plus accrued interest.
Moneys in the 1980 Sinking Account may be invested in any
authorized investments, provided that the maturity or maturities
thereof shall not be later than the date or dates on which money must
be available in the 1980 Sinking Account to meet the payment schedule
set forth by subsequent resolution of the City Council adopted prior
to the issuance of the Bonds.
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If after all of the 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,
1980 Sinking Account or Reserve Fund said moneys shall be transferred
to the Electric Revenue Fund.
SECTION 14. !4 & 0 Account. Second, the Finance Director
shall allocate to the M & 0 Account amounts sufficient for the pay-
ment of the maintenance and operation expenses of the electric system
as said expenses become due and payable.
SECTION 15. Reserve Fund. Third, on or before the twen-
tieth day of each calendar month, so long as any of the Bonds are
outstanding, the Finance Director shall transfer to the Reserve Fund
an amount sufficient to provide a balance in the Reserve Fund equal
to Maximum Annual Debt Service. In the event that any such monthly
transfer is less than the amount required herein, because of lack of
funds or any other reason, the def iciency shall be added to and
become a part of the transfer required for the following calendar
month.
Moneys in the Reserve Fund shall be used solely for the _
purpose of paying the principal of and interest on the Bonds and any
parity bonds, in the event that moneys in the Bond Service Fund (in
the case of the 1972 Bonds or the Bond Service Account or the 1980
Sinking Account (in the case of the 1980 Bonds, the Bonds and any
other parity bonds) are insufficient therefor. For that purpose,
Section 16 of the 1972 Bond Resolution shall be construed to require
the Fiscal Agent to withdraw and transfer sufficient moneys from the
Reserve Fund to the Bond Service Fund or to the Treasurer for deposit
in the Bond Service Account or the 1980 Sinking Account as the case
may be. 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 Electric Revenue Fund.
Moneys in the Reserve Fund may be invested in any autho-
rized investments provided that moneys in the Reserve Fund in excess
of Maximum Annual Debt Service shall be withdrawn from the Reserve
Fund and transferred to the Electric Revenue Fund.
Moneys in the Reserve_Fund may be used to pay the principal
of or interest on the last outstanding maturity of the Bonds or any
parity bonds.
SECTION 16. R ~ R Account Fourth, on or before the
twentieth day of each calendar month as long as the Bonds are out-
standing the Finance Director shall allocate to the R & R Account an
amount equal to 1~ of the revenues received in the preceding calendar
month until a balance is established, or reestablished therein equal
to 2$ of the depreciated book value of the land, general plant and
equipment which constitute a portion of the enterprise. The moneys
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contained in said account shall be used for transfer to the Bond
Service Account, to the Bond Service Fund or the 1980 Sinking
Account, as the case may be, to prevent default in payment of the
principal and interest on the Bonds or any parity bonds, or for
extraordinary maintenance and repairs, renewals and replacements to
the system, but not for additions to and extensions of the system,
provided, however, that when moneys are used for such purpose or pur-
poses, they shall be returned by the transfer of an additional 1~ of
the revenues of the preceding calendar month commencing no later than
90 days after such use.
Moneys in the R & R Account may be invested in any autho-
rized investments.
If at any time the balance in the R & R Account exceeds the
minimum balance herein identified, said excess shall be transferred
to the Electric Revenue Fund.
SECTION 17. Electric System Surplus Revenue Fund. All
moneys remaining in the Electric Revenue Fund after all transfers
required hereunder have been made, and all covenants contained herein
have been duly performed shall be transferred to the Electric System
Surplus Revenue Fund.
Moneys in the Electric System Surplus Revenue Fund shall,
to the extent available, be transferred to the 1980 Construction
Account on a monthly basis, up to and including the month of October,
1982, in an amount equal to 100 of the amount of income received
during the preceding month from the investment of moneys in the
Reserve Fund, and thereafter up to and including the month of
December, 1983, in an amount equal to 50$ of the amount of such
income received during the preceding month, and any remaining moneys
may be: (1) invested in any authorized investments; (2) transferred
to the 1980 Redemption Fund to be used for the redemption of any of
said 1980 Bonds which are subject to call and redemption prior to
maturity or for the purchase from to time in the open market of any
outstanding 1980 Bonds whether or not subject to call and redemption
(irrespective of the maturity or number of such 1980 Bonds} at prices
and in such manner, either at public or private sale, or otherwise,
as the City in its 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 1980 Bonds on the next redemption date, which-
ever is less; or (3) used for any lawful purpose of the City, includ-
ing but not limited to the security and payment of other indebtedness
incurred in connection with the enterprise.
All amounts in the Electric System Surplus Revenue Fund not
required to be transferred by the next preceding paragraph shall be
transferred or applied in a manner to be designated by subsequent
resolution of the City Council adopted prior to the issuance of the
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Bonds or, to the extent not so designated, shall be used for any
other lawful purposes of the City, including, but not limited to, the
security and payment of other indebtedness incurred in connection
with the enterprise.
SECTION 18. Investments. Except as may be otherwise
provided by subsequent resolution of the City Council adopted prior
to the issuance of the Bonds with respect to the investment of Bonds
proceeds in the 1981 Construction Account, 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,
except that the 1981 Construction Account may be invested in such
obligations as may be designated by subsequent resolution of the City
Council adopted prior to the issuance of the Bonds.
SECTION 19. Warranty. The City shall preserve and pro-
tect the security of the Bonds and the rights of the bondholders and
warrant and defend their rights against all claims and demands of all
persons.
SECTION 20. Covenants. So long as any of the Bonds are
outstanding and unpaid, the City makes the following covenants with
the bondholders under the provisions of Section 12.10 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 Bonds and tend to make them more marketable; provided,
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 Bond issued hereunder, together with the premium
thereon, if any be payable, on the date, at the place and in the
manner mentioned in the Bonds and coupons and in accordance with this
~--° Resolution, and that the payments in to the Bond Service Account, the
1980 Sinking Account and the Reserve Fund will be made, all in strict
conformity with the terms of said Bonds and of this Resolution, and
that it will fai thf ully observe and perf orm all of the conditions,
covenants and requirements of this Resolution and all resolutions
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supplemental thereto and of the Bonds issued hereunder, and that time
of such payment and performance is of the essence of the City's con-
tract with the bondholders.
Covenant 2. Discharge Claims. The City covenants that in
order to preserve and protect the priority and security of the Bonds
the City shall pay from the Electric Revenue Fund 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 Bonds and impair the security of the
Bonds. The City shall also pay from the Electric Revenue Fund all
taxes and assessments or other governmental 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. Commence Acquisition and Construction. The
City covenants that as soon as funds are available therefor, the City
will commence the accomplishment of the purposes for which the Bonds
are issued and will continue the same to completion with all practi-
cable dispatch and in an economical manner.
Covenant 4. Operate Enterprise in Efficient and Economical
Manner. The City covenants and agrees to operate the enterprise in
an efficient and economical manner and to operate, maintain and pre-
serve the enterprise in good repair and working order.
Covenant 5. 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 and premi-
ums, if any, due upon the call and redemption thereof, of the Bonds,
payment of which is required to be made out of the gross revenues of
the enterprise. The City further covenants that the revenues from
the enterprise or any other funds pledged or otherwise made available
to secure payment of the principal of and interest on the 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 and interest of the Bonds or which otherwise would
impair the rights of the bondholders 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
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used to pay or call and redeem said Bonds and any parity bonds in the
manner provided in this Resolution and 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 improve-
ments and extension of the enterprise or shall be placed in the
appropriate funds or accounts and shall be used to pay or call and
redeem said Bonds and any parity bonds in the manner provided in this
Resolution, in subsequent resolutions of the City Council relating to
the Bonds adopted prior to the issuance of the Bonds and in parity
bond resolutions.
The City will not sell, lease or otherwise encumber any
part of the Electric System except properties or facilities no longer
useful or necessary to i is efficient and economical operation. Any
proceeds from the sale or disposition of any part of the Electric
System shall be placed in the Electric Revenue Fund.
Covenant 6. 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 and loss
of revenues. 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 said outstanding and unredeemed Bonds and any parity
bonds issued for the enterprise and for such purpose paid into the
appropriate funds or accounts. The money collected from loss of rev-
enues insurance shall be deposited in the Electric. Revenue Fund.
The City shall also maintain with responsible insurers
worker's compensation insurance and insurance against public liabil-
ity and property damage to the extent reasonably necessary to protect
the City and the bondholders.
Notwithstanding the foregoing, the City may provide any
insurance required by this Covenant 6 through a self-insurance
program.
Covenant 7. Records and Accounts. T h e C i t y c o v e n a n t s
that it shall keep proper books of record and accounts of the enter-
prise, separate from all other records and accounts, in which com-
plete and correct entries shall be made of all transactions relating
to the enterprise. Said books shall at all times be subject to the
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inspection of the holders of not less than 10~ of the outstanding
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
bondholder.
Covenant 8. Collection of Charges. The City will permit
no free use or services of the Electric System. The City will pay
promptly into the Electric Revenue Fund from the City's General Fund
(or other available funds) for all City use and services of the
Electric System. The City will not grant or establish within any
class of service preferential or discriminatory rates, fees or
charges for use and services of the Electric System. For the pur-
poses of setting such rates, fees and charges, service located out-
side the city limits of the City of Anaheim may be considered as sep-
arate classes of service. The City covenants that it shall at all
times during the period any of the Bonds are outstanding maintain and
enforce valid regulations for the payment of bills for electric ser-
vice and that such regulations shall at all times during such period
provide that the City shall discontinue electric service to any user "
whose electric bill has not been paid within the time fixed by said
regulations.
Covenant 9. 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:
(a) The interest on and principal payments (including
any Sinking Account payments) of the outstanding: Bonds and
parity bonds as they become due and payable;
{b) All current expenses for the necessary and rea-
sonable maintenance and operation expenses of the enter-
prise as said expenses become due and payable;
(c) All payments required for compliance with this
Resolution including transfers required to be made from the
Electric Revenue Fund to other funds and accounts;
(d) All payments required to meet any other obliga-
tions of the City which are charges, liens, encumbrances
upon or payable from the revenues of the enterprise;
and the charges shall be so fixed that the net revenues shall at
least equal 1.10 times the amounts payable under (a), provided that
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so long as any of the 1972 Bonds remain outstanding said charges
shall be so fixed that the net revenues shall at least equal 1.25
times the amounts payable under (a).
Covenant 10. No Priority for Additional Indebtedness.
The City covenants that no additional indebtedness shall be incurred
pursuant to said Section 1210 and other provisions of the Charter or
any law of the State of California having any priority in payment of
principal or interest out of the revenue of the enterprise over the
Bonds.
Covenant 11. Limits on Parity Bonds. (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 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 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 shown 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 indebted-
ness as shown by an audit certificate or opinion of an
independent certified public accountant or firm of
certified public accountants employed by the City,
plus, at the option of the City, the allowance for
earnings hereinafter set forth in subparagraph (c) of
this covenant, shall have amounted to at least 1.10
times the Annual Debt Service in the fiscal year next
succeeding the fiscal year in which such additional
indebtedness is incurred on all Bonds and parity
bonds, and, so long as any of the 1972 Bonds remain
outstanding, at least 1.25 times the Maximum Annual
Debt Service in any fiscal year thereafter on all
indebtedness to be outstanding immediately subsequent
to the incurring of such additional indebtedness.
(b) Parity bonds may also be issued to refund outstanding
Bonds or parity bonds if, after giving effect to the application of
the proceeds thereof either (i) Annual Debt Service will not be
increased in any fiscal year in which Bonds or parity bonds
(excluding such refunding parity bonds} not being refunding are out-
standing, or (ii) the net revenues of the enterprise, calculated on
sound accounting principals, as shown by the books of the City for
each of the last two completed fiscal years prior to the adoption of
the resolution approving the sale of such additional indebtedness as
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shown by an audit certificate or opinion of an independent certified
public accountant or firm of certified public accountants employed by
the City, plus, at the option of the City, the allowance for earnings
hereinafter set forth in subparagraph (c) of this covenant, shall
have amounted to at least 1.10 times the Annual Debt Service in the
fiscal year next succeeding the fiscal year in which such additional
indebtedness is incurred on all Bonds and parity bonds; provided,
that nothing contained in this subparagraph (b) shall limit be City's
power to issue parity bonds to refund the. outstanding 1972 Bonds as a
whole.
(c) For the purposes of this covenant, the gross revenues
of the enterprise shall not include any sum transferred from the
Construction Account under the provisions of this Resolution. The
following may be added to such gross revenues for the purpose of
applying 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 al l or any part of said last two completed
fiscal years, was not in effect, in an amount equal to
95$ of the amount by which the gross 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 certif icate or
opinion of an independent certified accountant or firm
of certified public accountants employed by the City.
Covenant 12. Arbitrage. The City covenants that under no
circumstances shall any initial investment, subsequent investment or
reinvestment of the proceeds of the Bonds be made in such a manner as
to result in the loss of exemption from federal income taxation of
interest on the Bonds. Except as permitted during "temporary
periods" (as such term is defined in the Income Tax Regulations
referred to herein) by said Income Tax Regulations, the proceeds of
the Bonds shall not be invested directly or indirectly in taxable
obligations so as to produce a yield which is materially higher than
the yield on the Bonds which results in the Bonds constituting
"arbitrage bonds" within the meaning of Section 103(c), Internal
Revenue Code of 1954, as amended, and the Zncome Tax Regulations
issued thereunder, but such sums may be otherwise invested if and
when such Code and any regulations thereunder permit the investment
to be made in the manner without causing the Bonds to become
"arbitrage Bonds".
SECTION 21. Lost, Stolen, Destroyed, or Mutilated Bonds.
In the event that any Bond or any interest coupon pertaining thereto
is lost, stolen, destroyed or mutilated, the City will cause to be
issued a new Bond or coupon similar to the original to replace the
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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 necessary, as may from time to time
=- be determined and prescribed by resolution. The City may authorize
such new Bond or coupon or coupons to be signed and authenticated in
such manner as it determines in said resolution.
SECTION 22. Cancellation of Bonds. All Bonds and cou-
pons surrendered to any paying agent of the City for payment upon
maturity or for redemption shall upon payment therefor be cancelled
immediately. Any Bonds purchased by the City as authorized herein
together with all unpaid coupons pertaining thereto shall be can-
celled forthwith and shall not be reissued.
SECTION 23 . Consent of Bondholders. T h e c o n s e n t s o f
bondholders provided for in this section shall relate solely to the
amendment, waiver or modification of the covenants specified in
Section 20 hereof and shall not be effective to waive or modify any
other provisions of this Resolution or any other proceedings for the
issuance of the Bonds. Any act relating to the amendment, waiver or
modification of any of the said covenants consented to by bondholders
holding 60~ in aggregate principal amount of the outstanding Bonds,
exclusive of Bonds, if any, owned by the City, shall be binding upon
the holders of all of the Bonds and interest coupons, whether such
coupons be attached to Bonds or detached therefrom, 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 per-
formed 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 bondholder or holder of any interest
coupon, whether attached to a Bond or detached therefrom 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.
Bondholders may consent by affirmative vote at a
bondholders' meeting or may consent in writing without a meeting, all
as hereinafter provided.
No such amendment, waiver or modification shall be made
which will permit (a) a change in the maturity or term of redemption
of the principal of any Bond or any installment of interest thereon
or a reduction in the principal amount of or redemption price or
redemption premium or rate of interest upon any Bond without the con-
sent of the holder of such Bond; or (b) a reduction of the percentage
of the principal amount of Bonds the vote or consent of which is
required to effect any such amendment.
(a) Calling Bondholders' Meeting. I f t h e C i t y s h a l l
desire to obtain any such consent it may call a meeting of
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bondholders, 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
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, consent to
which is desired. If any of the Bonds shall be so registered as to
be payable otherwise than to bearer, the City Clerk of the City
shall, on or before the first publication of such notice, mail a sim-
ilar notice, postage prepaid, to the respective registered owners
thereof at their addresses appearing on the bond registry books. The
place, date and hour of holding such meeting and the date or dates of
publishing and mailing such notice shall be determined by the City,
in its discretion.
The actual receipt by any bondholder 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 said 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 bondholder to show that he failed to receive notice of
such meeting.
(c) Voting Qualifications. Any bondholder may, prior to
any such meeting, deliver his Bond or Bonds to any agency designated
by the City for the purpose, and shall thereupon be entitled to
receive an appropriate receipt for the Bond or Bonds so deposited,
calling for the redelivery of such Bond or Bonds at any time after
the meeting. The Treasurer shall prepare and deliver to the chairman
of the meeting a list of the names and addresses of the registered
owners of Bonds, with a statement of the maturities and serial num-
bers of the Bonds held and deposited by each of such bondholders, and
no bondholder shall be entitled to vote at such meeting unless his
name appears upon such list or unless he shall present his Bond or
Bonds at the meeting or a certificate of deposit thereof, satisfac-
tory to the City, executed by a bank or trust company. No bondholder
shall be permitted to vote with respect to a larger aggregate princi-
pal amount of Bonds than is set against his name on such list, unless
he shall produce the Bonds upon which he desires to vote, or a cer-
tificate of deposit thereof as above provided.
(d) Issuer-owned 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
maturities and serial numbers of all Bonds owned by, or held for
account of, the City, directly or indirectly. No person shall be
-22-
permitted at the meeting to vote or consent with respect to any Bond
appearing upon such such certificate, or any Bond which it shall be
establisY~ed at or prior to the meeting is owned by the City, directly
or indirectly, and no such bond (in this Resolution referred to as
'~ "issuer-owned bond") shall be counted in determining whether a quorum
is present.
(e) Quorum and Procedure. A representation of at least
60~ in aggregate principal amount of the Bonds then outstanding
(exclusive of issuer-owned Bonds) shall be necessary to constitute a
quorum at any meeting of bondholders, but less than a quorum may
adjourn the meeting from time to time, and the meeting may 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 temporary chairman of the
meeting, and the meeting shall be organized by the election of a per-
manent chairman and a secretary. At any meeting each bondholder
shall be entitled to one vote for every $5,000 principal amount of
Bonds with respect to which he shall be entitled to vote as afore-
said, and such vote may be given in person or by proxy duly appointed
by an instrument in writing presented at the meeting. The City, by
its duly authorized representative, may attend any meeting of the
bondholders, but shall not be required to do so.
(f) Vote Required. At any such meeting held as aforesaid
there shall be submitted for the consideration and action of the
bondholders a statement of proposed action, consent to which is
desired, and if such action shall be consented to and approved by
bondholders holding at least 60$ in aggregate amount of the Bonds
then outstanding (exclusive of issuer-owned 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
bondholders 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 proceedings taken
at such meeting.
(g) Written Consent of Bondholders. If the City shall
desire to obtain any such consent in writing, without a meeting of
bondholders, the City Council may, by resolution, propose the action,
to which consent is desired. A copy of such resolution, together
with a request to bondholders for their consent to the action pro-
posed therein, shall be published once in a financial newspaper or
journal of national circulation published in the City of New York,
New York. If any of the Bonds shall be so registered as to be pay-
able otherwise than to bearer, the City Clerk of the City shall, 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.
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The actual receipt by any bondholder 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
bondholder to show that he failed to receive such resolution and
consent.
Each written consent shall be accompanied by proof of
ownership of the Bonds for which such consent is given. Proof 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 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 effective,
any revocation .of consent must be filed before the adoption of the
resolution accepting consents as hereinafter provided.
After the holders of at least 60~ in aggregate principal
amount of the Bonds then outstanding (exclusive of issuer-owned _
Bonds) shall have consented in writing, the City Council shall adopt
a resolution accepting such consents and such resolution shall con-
stitute complete evidence of the consent of bondholders under this
resolution.
(h) Publication of Consent. Notice specifying the amend-
ment, waiver or modification that has received the consent of bond-
holders as required by this section shall be published once in a
financial newspaper or journal of national circulation published in
the City of New York, New York, not less than sixty days following
the final action in the proceedings for the obtaining of such
consent. Said notice is only for the information of bondholders and
failure to publish such notice or any defect therein 1sha11 not affect
the validity of the proceedings theretofore taken in the obtaining of
such consent.
SECTION 24. Bond and Coupon Forms. T h e f o r m o f t h e
Bonds and coupons shall be determined by subsequent resolution of the
City Council adopted prior to the issuance of the Bonds.
SECTION 25. Temporary Bonds. Any Bonds may be initially
issued in temporary form exchangeable for definitive Bonds. The tem-
porary 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 ref erence to any of the provisions of
this Resolution as may be appropriate. Every temporary Bond shall be
executed and sealed by the City in substantially the same manner as
provided in Section 7 hereof. If the City issues temporary Bonds it
will execute and furnish definitive Bonds without delay and thereupon
-24-
the temporary Bonds may be surrendered for cancellation at the office
of the Treasurer, and the Treasurer shall deliver in exchange for
such temporary Bonds an equal aggregate principal amount of defini-
.,~... tive Bonds of the same inter rates and maturities. Until so
exchanged, the temporary Bonds shall be entitled to the same benefits
under this Resolution as definitive Bonds issued hereunder.
SECTION 25. Proceedings Constitute Contract. The pro-
visions of this Resolution and of any resolution or order providing
for the terms of the Bonds, the sale of the Bonds, the awarding of
the Bonds or the fixing of the interest rate or rates thereon shall
constitute a contract between the City and the bondholders and the
provisions thereof shall be enforceable by any bondholder for the
equal benefit and protection of all bondholders similarly situated by
mandamus, accounting, mandatory injunction or any other suit, action
or proceeding at law or in equity that is now or may hereafter be
authorized under the laws of the State of California in any court of
competent jurisdiction. Said contract is made under and is to be
construed in accordance with the laws of the State of California.
No remedy conf erred hereby upon any bondholder is intended
to be exclusive of any other remedy, but each such remedy is cumula-
tive and in addition to every other remedy and may be exercised with-
out exhausting and without regard to any other remedy conferred by
the Charter, Ordinance No. 2980, as amended, or any law of the State
of California. No waiver of any default or breach of duty or con-
tract by any bondholder shall affect any subsequent default or breach
of duty or contract or shall impair any rights or remedies on said
subsequent default or breach. No delay or omission of any bondholder
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 conf erred upon the bondholders may be enforced and exercised
as often as may be deemed expedient. In case any suit, action or
proceeding to enforce any right or exercise any remedy shall be
brought or taken and the bondholder shall prevail, said bondholder
shall be entitled to receive from the Electric Revenue Fund reim-
bursement for reasonable costs, expenses, outlays and attorneys' fees
and should said suit, action or proceeding be abandoned, or be deter-
mined adversely to the bondholders then, and in every such case, the
City and the bondholders shall be restored to their former positions,
rights and remedies as if such suit, action or proceeding had not
been brought or taken.
Prior to the issuance of any Bonds under this Resolution
,~_.~ the terms and conditions of this Resolution and the rights and obli-
gations of the City and of the holders of the 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
supplemental Resolutions.
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After the issuance and delivery of the Bonds this
Resolution shall be irrepealable, but shall be subject to modifica-
tion to the extent and in the manner provided in this Resolution, but
,,...~.. to no greater extent and in no other manner.
SECTION 27. Defeasance. Bonds shall no longer be deemed
to be outstanding and unpaid if the City shall have made adequate
provision for the payment, in accordance with the Bonds and this
Resolution, of the principal, interest and premium, if any, to become
due thereon at maturity or upon call and redemption prior to
maturity. Such provisions 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 28. 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 rev- _
enues of the Enterprise as defined herein, and from and after the
sale of the Bonds the general fund of the City shall not include the
revenues of the Enterprise and no contract or other obligation pay-
able from the general fund of the City shall be payable from the rev-
enues of the Enterprise, except as provided herein.
SECTION 29. 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 Bonds shall remain
valid and the bondholders 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 30. Substitutes. The Mayor Pro-Tem, any Deputy
City Clerk, and any duly authorized substitute for the Finance
Director or the Treasurer, may act in the place and stead of the
Mayor, the City Clerk, the Finance Director and the Treasurer,
respectively, in the performance of any and all things authorized or
provided for in this Resolution, including the signing of Bonds and
coupons.
SECTION 31. Effective Date This Resolution shall take
effect upon adoption.
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ADOPTED, SIGNED AND APPROVED this 1Rr1, day of a„~„~ r ,
1981.
Attest:
City Cler.
-27-
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LINDA D. ROBERTS, City Clerk of the City of Anaheim, do hereby certify that
the foregoing Resolution No. 81R-379 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 18th day of August, 1881, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Overholt, Kaywood, Bay, Roth and Seymour
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 81R-379 on the 18th day of August, 1881.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 18th day of August, 1981.
CITY C ERK OF THE~CITY 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. 81R-379 duly passed and
adopted by the Anaheim City Council on August 18, 1881.
CITY CLERK