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93-11311009-75 ~'I.~Nd).~O:b~ 6/14193 CITY OF ANAHEIM RESOLUTION NO. 93R- 113 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1993/1994 AND THE ISSUANCE AND SALE OF 1993 TAXABLE NOTES, SERIES B THEREFOR RESOLVED, by the City Council of the City of Anaheim (the "City"), as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Pan 1 of Division 2 of Title 5 of the California Government Code (the "Law"), this City Council (the "Council") has found and determined that moneys are needed for the requirements of the City, a municipal corporation and chartered city duly organized and existing under the laws of the State of California, to satisfy obligations payable from the general fund of the City (the "General Fund"), tnd that it is necessary that said sum be borrowed for such purpose at titis time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the City for the General Fund during or allocable to the fiscal year of the City beginning July 1, 1993, and ending June 30, 1994 ("Fiscal Year 1993/1994"); NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section l. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the taxes, revenue and other moneys of the City for the General Fund attributable to Fiscal Year 1993/1994, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 2. Authorization and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the City for the General Fund during or allocable to Fiscal Year 1993/1994, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of twenty-five million dollars ($25,000,000) by the issuance of temporary notes under the Law, designated "City of Anaheim (Orange County, California) 1993 Taxable Notes, Series B" (the "Notes"). The Notes shall be dated the date of delivery thereof, shall mature (without option of prior redemption) on April 7, 1994, and shall bear interest from their date, payable at maturity and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 3. Form of Notes: Book Entry Only System. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward in order of issuance, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP" identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the City to use such CUSIP numbers in any notice to the registered owners of the Notes shall not constitute an event of defauk or any violation of the City's contract with such owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The City may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the City shall not be affected by any notice to the contrary. The City shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person cla'nning a beneficial ownership interest in the Notes under or through DTC or a Participant (a "Beneficial Owner"), or any other person not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The City shall pay all principal and interest with respect to the Notes only to DTC or its nominee, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery b.y DTC to the City of a-itten notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the City shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 4. Repayment Account. There is hereby created, within the General Fund, a special account to be designated the "1993 Taxable Note, Series B Repayment Account" (the "Repayment Account") and applied as directed in this Resolution. Any money placed in the Repayment Account shall be for the benefit of the owners of the Notes and, until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Account shall be applied solely for the purposes for which the Repayment Account is created; provided, however, that any interest earned on amounts deposited in the Repayment Account shall periodically be transferred to the General Fund. The proceeds of the sale of the Notes shall be deposited in the Repayment Account. In addition, on the date of closing, the City shall transfer to the Repayment Account an amount which, together with the proceeds of the sale of the Notes deposited therein, causes the aggregate amount therein to be equal to the total principal of and interest on the Notes on the maturity date thereof. Section 5. Security_. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund for Fiscal Year 1993/1994. As security for the payment of the principal of and interest on the Notes the City hereby pledges all amounts on deposit in the Repayment Account. On the maturity date of the Notes, the City shall transfer to DTC the moneys in the Repayment Account necessary to pay the principal of and interest on the Notes at maturity and to the extent said moneys are insufficient therefor an amount of moneys from the General Fund (attributable from Fiscal Year 1993/1994) which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal of and interest on the Notes to the DTC Participants who will thereupon make payments to the Beneficial Owners of the Notes. Any moneys remaining in the Repayment Account after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund. Section 6. Deposit and Investment of Repayment Account. All moneys held by the City in he Repayment Account, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Account shall, to the greatest extent possible, be invested by the City Treasurer or the designee of the City Treasurer direcfiy, or through an investment agreement, in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Account. Section 7. Execution of Notes. The Mayor, the City Manager, the City Treasurer or the Finance Director of the City is hereby authorized to execute the Notes by manual or facsimile signature, and the City Clerk of the City is hereby authorized to countersign the same by manual or facsimile signature (although at least one of such signatures shall be manual) and to affix the seal of the City thereto by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 8. Transfer of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 11 hereof, by the person in whose name it is registered, in person.or by his duly authorized. attorney, upon surrender of such Note for cancellation at the office of the City Clerk, accompanied by delivery of a written instrument of transfer in a form approved by the City, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Note or Notes, for like aggregate principal amount. Section 9. Exchange of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be exchanged at the office of the City Clerk for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 10. Note Register. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book antry only system is no longer in effect and, in such case, the City Clerk shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 11. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denonfinafions as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Notes. If the City issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the City Clerk and the City Clerk shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of uthorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same oenefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 12. Notes Mutilated. Lost. Destroyed or Stolen. If any Note shall become mutilated the City, at the expense of the owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the City Clerk of the Note so mutilated. Every mutilated Note so surrendered to the City Clerk shall be canceled and delivered to, or upon the order of, the City. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, the City, at the expense of the owner, shall execute and deliver a new Note of like maturity and principai amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The City may requixe payment of a sum not exceeding the actual cost of preparing each new N?e issued under this Section 13 and of the expenses which may be incurred by the City in the prermses. Any Note issued under the provisions of this Section 13 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and propordonately entified to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. Section 13. Covenants and Warranties. It is hereby cOychanted and warranted by the City that all representations and recitals contained in this Resolution axe true and correct, and that the City and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings neceasaxy to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 14. Sale of the Notes. A note purchase agreement (the "Purchase Agreement") by and between the City and Rauscher Pierce Refsnes Inc. (the "Underwriter") relating to the purchase by the Underwriter of the Notes, substantially in the form held by the City Clerk, be and is hereby approved. The Finance Director is hereby authorized and dLrected to execute the Purchase Agreement, with such changes, insertions or omissions as may be approved by such official, and so long as the terms and conditions of the Notes issued and delivered pursuant to the Purchase Agreement are consistent with the requirements herein stated and so long as the Underwriter's compensation with respect to the Notes does not exceed .30%. Section 15. Official Statement. A preliminary official statement (the "Preliminary Official Statement") describing the financing, together with any changes therein or additions thereto deemed advisable by the Finance Director, substantially in the form held by the City Clerk, is hereby approved. The City Council hereby authorizes and directs the Finance Director, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Undem, ritero The Underwriter, on behalf of the City, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker-dealers, banking institutions and other persons as may be interested in purchasing the Notes therein offered for sale. The Finance Director is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the Notes, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statemen0 were, at the time 'f sale of the Notes, true and correct in all material respects and that the Final Official Statement did ~ot, on the date of sale of the Notes, and does not, as of the date of delivery of the Notes, contain any unmae statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Finance Director shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Finance Director and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Notes. Section 16. Preparation of Notes: Official Action. Jones Hall Hill & White, A Professional Law Corporation, as Bond Counsel, is directed to cause suitable Notes to be prepared showing on '~eir face that the same bear interest at the rate specified by the Underwriter, and to cause the blank paces therein to be filled in to comply with the provisions of this Resolution, and to procure their :xecution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the successful bidder or bidders therefor upon the receipt of the purchase price by the City in accordance with such successful bid or bids. The Mayor, the City Manager, the Finance Director, the Assistant Finance Director, the City Treasurer and the City Clerk, or any of them, are further authorized and directed to make, execute and deliver such certificates, agreements and other closing documents as are necessary to consummate the transactions contemplated by this Resolution. The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 22rid day of June, 1993 by the following vote: Attest: MAYOR OF THE CITY OF AN~IEIM CITY CLERK OF TH~ CITY OF ANAHEIM~'~ STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No, 93R- 113 was imxoduced and adopted at a regular meeting provided by law of the City Council of the City of Anaheim held on the 22nd day of June, 1993, by the following vote of the members thereof: AYES: COUNC~MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly NOES: COUNCIL ~EMBERS: None ABSENT: COUNCIL IVIEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 93R- 113 on the 23rd day of June, 1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 23rd day of June, 1993. crrY cLERK or xt-m crrY or ANA mm (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 93R- 113 duly passed and adopted by the Anaheim City Council on June 22, 1993. Crl'g CLERK OF THE CiTY OF ANAHEfigI'---- -7- EXHIBIT A FORM OF NOTE No. 1 *****$25,000,000***** CITY OF ANAHEIM (Orange County, California) 1993 TAXABLE NOTE, SERIES B INTEREST RATE: ISSUE DATE: MATURITY DATE: CUSIP: REGISTERED OWNER: CEDE & CO. PRINC~AL SUM: TWENTY-FIVE MILLION DOLLARS The CITY OF ANAHEIM, a municipal corporation and chartered city, duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of twenty-five million dollars ($25,000,000), all of like tenor, issued pursuant to the provisions of Resolution No. 93R- of the City Council of the City duly passed and adopted on June 22, 1993, and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of the Notes exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the City, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1993/1994. As security for the payment of the principal of and interest on the Notes the City has pledged all amounts deposited in a Repayment Account within the City's general fund, consisting of amounts sufficient to pay the full principal of and interest on the Notes at maturity. (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues, To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. Exhibit A Page 1 The Notes are issuable as fully registered Notes, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a luke aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such ~ansfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the uansferee in exchange herefor. The City may treat the Owner hereof as the absolute owner hereof for all purposes, and the City shall not be affected by any notice to the cun~ary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & '~o., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Anaheim has caused this Note to be executed by the Finance Director of the City and countersigned by the City Clerk of the City, and caused its official seal to be affixed hereto all as of the Issue Date stated above. CITY OF ANAHEIM By [Signamrel F'mance Director [SEALI Countersigned: By [Signature] City Clerk Exhibit A Page2 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regnhfions: TEN COM -- as tenants in common UIqlF GIFt MIN ACT Custodian TEN ENT -- as tenants by the (Cast) (Minor). entireties ~nder Uniform Gifts to Minors JT TEN -- as joint tenants with Act __ right of survivorship (State) __ anti not as tenants in common ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received the undersigned hereby selis, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Note and hereby irrevocably constitotu(s) and appoints(s) attorney, to transfer the same on the Note register of the City with full power of substitution in the premises. Datec].: Signature Guaxanteed: NOTICE: Signature(s) must be gnm~nteed by a NOTICE: The signature(s) on this assignment qualified guarantor. must conespond with the name(s) as written on the face of the within Note in every pa.niculer without alteration or enlargement ~ any change whatsoever. Exhibit A Page 3