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93-203 11009-77 JHHW:BDQ:rhc 09/22/93 09/27/93 CITY OF ANAHEIM.CALIFORNIA RESOLUTION NO. 93R- 203 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE ISSUANCE AND SALE OF ITS GENERAL OBLIGATION REFUNDING BONDS,ISSUE OF 1993,AND AUTHORIZING ACTIONS RELATED THERETO Adopted October 12, 1993 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Interpretation 4 Section 1.03. Authority for this Resolution 4 ARTICLE U THE BONDS Section 2.01. Authorization 6 Section 2.02. Terms of Bonds 6 Section 2.03. Redemption 7 Section 2.04. Form of Bonds 8 Section 2.05. Execution of Bonds 8 Section 2.06. Transfer of Bonds. 8 Section 2.07. Exchange of Bonds. 8 Section 2.08. Registration Books 8 Section 2.09. Temporary Bonds. 8 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 9 Section 2.11. Book Entry System. 9 ARTICLE III SALE AND ISSUE OF BONDS;SECURITY FOR THE BONDS Section 3.01. Sale, Issuance and Delivery of Bonds 11 Section 3.02. Application of Proceeds of Sale of Bonds 12 ARTICLE W FUNDS AND ACCOUNTS ill Section 4.01. Proceeds Account. 13 Section 4.02. Administration and Disbursements From Proceeds Account. 13 Section 4.03. Debt Service Account 13 Section 4.04. Administration and Disbursements From Debt Service Account. 13 Section 4.05. Redemption Account 13 Section 4.06. Administration and Disbursements From Redemption Account 13 Section 4.07. Investment of Moneys 14 ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01. Punctual Payment. 15 Section 5.02. Extension of Time for Payment. 15 Section 5.03. Security for the Bonds 15 Section 5.04. Retirement of Prior Bonds 15 Section 5.05. Books and Accounts 15 Section 5.06. Protection of Security and Rights of Owners. 15 Section 5.07. Tax Covenants 16 Section 5.08. Further Assurances. 16 -i- ARTICLE VI THE PAYING AGENT Section 6.01. Appointment of Paying Agent. 17 Section 6.02. Paying Agent May Hold Bonds 17 Section 6.03. Liability of Agents 17 Section 6.04. Notice to Agents 18 Section 6.05. Compensation 18 ARTICLE VII REMEDIES OF OWNERS Section 7.01. Remedies of Owners. 19 Section 7.02. Remedies Not Exclusive 19 ARTICLE VIII 4110 AMENDMENT OF THIS RESOLUTION Section 8.01. Amendments Effective Without Consent of the Owners 20 Section 8.02. Amendments Effective With Consent to the Owners. 20 ARTICLE IX Misl'PI J ANEOUS Section 9.01. Benefits of Resolution Limited to Parties 21 Section 9.02. Defeasance. 21 Section 9.03. Execution of Documents and Proof of Ownership by Owners 22 Section 9.04. Waiver of Personal Liability 23 Section 9.05. Destruction of Canceled Bonds 23 Section 9.06. Partial Invalidity. 23 Section 9.07. Execution of Documents 23 Section 9.08. Effective Date of Resolution 23 Aik EXHIBIT A-FORM OF BOND -ii- CITY OF ANAHEIM. CAI,IFORNIA RESOLUTION NO. 93R- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AUTHORIZING THE ISSUANCE AND SALE OF ITS GENERAL OBLIGATION REFUNDING BONDS, ISSUE OF 1993, AND AUTHORIZING ACTIONS RELATED THERETO WHEREAS, pursuant to Chapter 4 (commencing with section 43600) of Division 4 of Title 4 of the California Government Code (the "Act"), the City is empowered to issue general obligation bonds which are authorized by two-thirds of the electors voting on the proposifon; and WHEREAS, more than two-thirds of the electors voting at a special municipal election held on November 4, 1980, voted for a proposition authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $10,000,000; and WHEREAS, pursuant to such authorization the City has previously issued, under and pursuant to the Act, its City of Anaheim Oeneral Obligation Bonds, Series 1986 A, issued in the aggregate principal amount of $10,000,000 (the "Prior Bonds"); and WHEREAS, pursuant to Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with section 53550 of said Code (the "Bond Law"), the City is authorized to issue its general obligation bonds to refund the Prior Bonds, ff the City Council determines that prudent management of the fiscal affairs of the City requires the issuance of such refunding bonds, and if the total net interest cost to maturity on the refunding bends plus the principal amount of the refunding bonds does not exceed the total net interest cost to maturity of the Prior Bonds plus the principal amount of the Prior Bonds; and WHEREAS, the City Council wishes at this time to take action anthori~ing the issuance, sale and delivery of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim as follows: ARTICLE I DEFINITIONS; AUTHORrrY Section 1.01. Definitions. The ten'ns defined in this Section 1.01, as used and capirali~xl herein, shall, for all purposes of this Resolution, have the meanings ascribed to them below, unless the context clea~ly requires some other meaning. "Authorized Investments" means any investments permitted by law to be made with moneys belonging to, or in the custody of, the City, as set forth in section 53601 of the California Government Code. "Bond Cour~el" means (a) the firm of Jones Hall Hill & White, A Professional Law Corporation, or (b) any other attorney or finn of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities. "Bond Law" means Articles 9 and 11 of Chapter 3 of Purt I of Division 2 of Tifie $ of the California Government Code, as is in effect on the date of adoption hereof and as amended hereafter. "Bonds" means the not to exceed $11,000,000 aggregate principal amount of City of Anaheim General Obligation Refunding Bonds, Issue of 1993, at any time Outstanding pursuant to this Resolution. "Bond Year" means the one-year period beginning on October 1 in each year and ending on the next succeeding September 30; except that the first Bond Year shall begin on the Closing Date and end on September 30, 1994. "City" means the City of Anaheim, a charter city and municipal corporation organized under the Constitution and laws of the State of California, and any successor thereto. "City Representative" means the City Manager, City Clerk, Finance Director or City Treasurer of the City or any other person authorized by resolution of the City Council of the City to act on behalf of the City with respect to this Resolution and the Bonds. "City Treasurer" means the City Treasurer of the City or other duly appointed officer of the City authorized by resolution of the City Council to perform the functions of the Treasurer. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the bonds by the Original Purchaser. "Costs of Issuance" means all items of expense d/rectly or indirectly payable by or reimbursable to the City and related to the authorization, issuance, sale and delivery of the Bonds and the refunding of the Prior Bonds, including but not limited to the costs of preparation and reproduction of documents, printing expenses, publication fees, filing fees, initial fees and charges of the Paying Agent, the Escrow Bank and their respective counsel, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds and the refunding of the Prior Bonds. "Debt Service Account" means the account by that name established pursuant to Section ,~.03. -2- "Escrow Agreement" means the Escrow Deposit and Trust Agreement, dated as of November 1, 1993, by and between the City and the Escrow Bank, with respect to the establishment and administration of the Escrow Fund for the purpose of accomplishing the refunding of the Prior Bonds. "Escrow Bank" means Bank of America National Trust and Savings Association, its successors and assigns, as escrow bank under the Escrow Agreement. "Escrow Fun~f' means the fund by that name established and held by the Escrow Bank pursuant to the Escrow Agreement. "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness, or any other obligations the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States of America. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, NJ 07302, Attention: Editor; Kenny Information Services' "Called Bond Service", 65 Broad Street, 16th Floor, New York, NY 10006; Moody's Investors Service "Municipal and Government", 99 Church Street, 8th Floor, New York, NY 10007, Attention: Municipal News Reports; Standard & Poor's "Called Bond Record", 25 Broadway, 3rd Floor, New York, NY 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the City may designate in a Written Request of the City delivered to the Paying Agent. "Interest Payment Date" means the first day of April and October in each year, commencing April 1, 1994. "OriginalPurchaser" means the purchaser of the Bonds upon the public sale thereof. "Outstanding," when used as of any particular time with reference to Bonds, means all Bonds except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; Co) Bonds paid or deemed to have been paid within the meaning of Section 9.02; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to this Resolution. "Owner", whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books. "Paying Agent" means the Paying Agent appointed by the City and acting as paying agent, registrar and authenticating agent for the Bonds, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 6.01. "Principal Office" means the office or offices of the Paying Agent for the payment of the Bonds and the administtation of its duties hereunder, as such office or offices shall be identified in a written notice fried with the City by the Paying Agent. "Prior Bonds" means the City of Anaheim General Obligation Bonds, Series 1986 A, issued in the aggregate principal amount of $10,000,000 pursuant to Resolution No. 86R-434, adopted by the City Council of the City on September 30, 1986, as amended and supplemented by Resolution No. 86R-467 adopted by the City Council of the City on October 14, 1986. "Proceeds Account" means the account by that name established pursuant to Section 4.01. -3- "Record Date" means the fifteenth (15th) day of the month preceding an Interest Payment Date, whether or not such day is a business day. "Redemption Account" means the account by that name established by Section 4.05. "Regi. vtration Book.~" means the records maintained by the Paying Agent for the registration of ownership and regisWation of tzansfer of the Bonds pursuant to Section 2.08, "Resolution" means this Resolution, as originally adopted by the City Council and including all amendments hereto and supplements hereof which are duly adopted by the City Council from time to time ~ accordance herewith. "Securities Depositories" means The Depository. Trust Company, 711 Stewart Avenue, Garden City, NY 11530, Fax (516) 227-4039 or 4190, Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, IL 60605, Fax (312) 663- 2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, PA 19103, Attention: Bond Department, Fax (215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in a Written Request of the City delivered to the Paying Agent "State" means the State of California. "Supplemental Resolution" means any resolution supplemental to or amendatory of this Resolution, adopted by the City in accordance with Pmicle VIII. "Tax Code" means the Internal Revenue Tax Code of 1986. Any reference to a provision of the Tax Code shall include the applicable temporary and permanent regulations promulgated with respect to such provision. "Written Request of the City" means an instrument in writing signed by the City Representative or by any other officer of the City duly authorized to act on behaff of the City pursuant to a written certificate of the City Representalive. Section 1.02. Intel~retation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely. for convenience of reference, do not constitute a part hereof and shall not affect the meaning, cons~uction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Section 1.03. Authoriv for this Resolution: Findings. This Resolution is entered into pursuant to the provisions of the Bond Law. The City Council hereby determines (a) that prudent manag.ement of the fiscal affairs of the City requires the issuance of the Bonds for the purpose of refunding the Prior Bonds, and (b) that the total net interest cost to maturity on the Bonds plus the -4- principal amount of the Bonds does not exceed the total net interest cost to maturity of the Prior Bonds plus the principal amount of the Prior Bonds. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of the Bonds do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State, and that the amount of the Bonds, together with an other indebtedness of the City, does not exceed any limit prescribed by any laws of the State. -5- ARTICLE II THE BONDS Section 2.01. Authorization. Bonds in the aggregate principal amount of not to exceed eleven million dollars ($11,000,000) are hereby authorized to be issued by the City under and subject to the terms of the Bond Law and this Resolution, for the purpose of refunding all of the Prior Bonds in accordance with the Escrow Agreement. This Resolution constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal of and premium, if any, and the interest on all Bonds which may from time to time be issued and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Bonds shall be designated the "City of Anaheim General Obligation Refunding Bonds, Issue of 1993". Section 2.02. Terms of Bonds. (a) Form; Numbering. The Bonds shall be issued as fully registered Bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof, but in an amount not to exceed the aggregate principal amount of Bonds maturing in the year of maturity of the Bond for which the denomination is specified. Bonds shall be lettered and numbered as the Paying Agent shall prescribe. (b) Date of Bondv. The Bonds shall be dated November 1, 1993. (c) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds 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 Bonds. In addition, fa'fiure on the part of the City to use such CUSIP numbers in any notice to Owners of the Bonds shall not constitute an event of default or any violation of the City's con~ract with such Owners and shall not impair the effectiveness of any such notice. (d) Maturities: Interest. The Bonds shall mature on October I in each of the years, in the amounts, and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30- day months) at the rates, all as shall be determined upon the public sale of the Bonds, as set forth in Section 3.01(b) hereof. Each Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless (i) it is authenticated as of an Interest Payment Date, in which event it shall bear interest from such date, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, or (lii) it is authenticated on or before the farst Record Date, in which event it shall bear interest from November 1, 1993; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (e) Payment. Interest on the Bonds (includ'mg the final interest payment upon maturity or redemption) is payable by check or draft of the Paying Agent mailed to the Owner thereof at such Owner's address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on ffie with the Paying Agent as of any Record Date, interest on such Bonds shall be paid on the succeeding Interest Payment Date to such account as shall be specified in such written request. Principal of and premium (if any) on the -6- Bonds is payable in lawful money of the United States of America upon presentation and sttrrender at the Principal Office of the Paying Agent. Section 2.03. Redemption. (a) Redemption Dates and Prices. The Bonds maturing on or before October 1, 2003, are non-callable. The Bonds maturing on or after October 1, 2004, are subject, at the option of the City, to call for redemption prior to their stated maturities in whole, or in pan, at the election of the City either in inverse order of maturity or on a pm rata basis among maturities, and in all cases by lot within any one maturity, on October 1, 2003, or on any Interest Payment Date thereafter, upon payment of a redemption price equal to the principal amount to be redeemed and accrued interest to the date fixed for redemption, plus a premium (expressed as a percentage of the principal amount to be redeemed), payable from any source lawfully available therefor, as follows: Rcdeml)fion Date Redctnpfion Premium October 1, 2003 md April 1, 2004 2.0% October 1, 2004 and April 1, 2005 October I. 2005 and April 1, 2006 1.0 October 1, 2006 and April I, 2007 OCtoI~ 1.2007 and fi~'e. after 0 (b) Redemption Procedure. The Paying Agent shall cause notice of any redemption to be mailed, first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to (i) one or more of the Information Services, and (ii) to the respective Owners of any Bonds designated for redemption, at their ~wldresses appearing on the Registration Books; but such matling shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such Bonds. In addition, notice of redemption shall be given by telecopy or certified, registered or overnight mail to each of the Securities Depositories at least two (2) days prior to such mailing to the Owners. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the ~ numbers of the Bonds to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered at the lhSncipal Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and ~ter the redemption date. Upon surrender of Bonds redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. From and after the date £~xed for redemption, if notice of such redemption shall have been duly given and funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have Ix~n duly provided, such Bonds so called shall cease to be entitled to any benefit under this Resolution oth~ than the fight to receive payment of the redemption price, and no interest shall accrue thereon on or af'~r the redemption date specified in such notice. All Bonds redeemed pursuant to fids Section 2.03 shall be canceled by the Paying Agent, and a certificate of cancellation shall be submitted by the Paying Agent to the City. -7- Section 2.04. Form of Bonds. The Bonds, the form of the Paying Agent's certificate of authentication and registration and the form of assignment to appear thereon shall be substantially in the forms, respectively, with necessary or appropriate variations, omissions and insertions, as pe~,fitted or required by this Resolution, as are set forth in Exhibit A attached hereto. Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Mayor and City Clerk who are in office on the date of adoption of this Resolution or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication and registration in the form set forth in Exhibit A attached hereto, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resointion, and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the.Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying Agent, accompanied by delivery of a written insuument of transfer in a form approved by the Paying Agent, duly executed. The City may charge a reasonable sum for each new Bond issued upon any transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. No transfers of Bonds shall be required to be made (a) fifteen (15) days prior to the date established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a Bond which has been selected for redemption. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Pay'rag Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The City may charge a reasonable sum for each new Bond issued upon any exchange (except in the case of any exchange of temporary Bonds for definitive Bonds). No exchanges of Bonds shall be required to be made (a) fifteen (15) days prior to the date established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption. Section 2.08. Registration Books. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or uansferred, on said books, Bonds as herein before provided. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The tempora~ Bonds may be printed, lithographed or typewritten, shall be of such denominations 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 Bond shall be executed by the City upon the same conditions and in substantially -8- the same manner as the de£mitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Resolution as definitive Bonds executed and delivered hereunder. Section 2.10. Bonds Mutilated. Lost. Destroyed or Stolen. ff any Bond shall become mutilated the City, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled by it and delivered to, or upon the order of, the City. If any Bond 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 the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, .destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the City and the Paying Agent in the premises. Any Bond issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Bonds issued pursuant to this Resolution. Notwithstanding any other provision of this Section 2.10, in lieu of delivering a new Bond for which principal has or is about to become due for a Bond which has been mutilated, lost, destroyed or stolen, the Paying Agent may make payment of such Bond in accordance with its terms. Section 2.11. Book Entry System. Except as provided below, the owner of all of the Bonds shall be The Depository Trust Company, New York, New York ("DTC"), and the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. The Bonds shall be initially issued in the form of a single fully registered Bond for each maturity date of the Bonds in the full aggregate principal amount of the Bonds maturing on such date. The City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for all purposes of this Resolution, and the City shall not be affected by any notice to the conlrary. The City shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Bonds under or through DTC or a Participant, or any other person which is 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 Bonds. The City shall pay all principal of and interest on the Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations to pay the principal of and interest on the Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Bond. Upon delivery by DTC to the City of written 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 Bonds and delivers a written certificate to DTC to that effect, DTC shall notify the -9- Participants of the availability through DTC of Bonds. In such event, the City shall issue, ~ransfer and exchange Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discon.tinue p~viding its services with ~spect to the Bonds at any time by giving notice to the City and dlseharglng its responsibilities with r.es. pect thereto under applicable law. Under such circumstances (if there is no successor sectmaes depository), the City shall be obligated to deliver Bonds 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 Bonds evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Bonds. Notwithstanding any other provision of this Resolution to the comrary, so long as any Bund is registered in the name of Cede & Co., as nominee of DTC, all payments of principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Bonds. -10- ARTICLE SALE AND ISSUE OF BONDS; SECURITY FOR TBE BONDS Section 3.01. Sale. Issuance and Delivery of Bonds. (a) Issuance of Bonds. At any time after the execution of this Resolution and award of the sale of the Bonds, the City may issue and deliver Bonds in the aggregate principal amount of eleven million dollars ($11,000,000). The estimated principal amount of the Bonds to be sold is as set forth in the Official Notice of Sale for the Bonds in substantially the form thereof on £fie with the City Clerk together with any additions thereto or changes therein approved by the City Representative. The Finance Director of the City is authorized, upon consultation with the City's financial advisor, to increase or deerease the estimated principal amount of the Bonds to be sold prior to the distribution of the Official Notice of Sale for the Bonds to p.r. ospecfive bidders. In addition, the final principal amount of the Bonds may be adjusted by the Finance Director of the City is authorized, upon consultation with the City's financial advisor, in accordance with the provisions of the Official Notice of Sale for the Bonds so long as the total principal amount of Bonds actually issued and sold does not exceed eleven million dollars ($11,000,000) and so long as the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds does not exceed the total net interest cost to maturity of the Prior Bonds plus the principal amount of the Prior Bonds. (b) Call for Bids; Authorization of Competitive Sale of Bonds. The City Council hereby calls for bids to be received for the purchase of the Bonds at the offices of R.R. Donnelley Financial, 333 South Grand Avenue, Suite 5150, Los Angeles, California 90071-1504, on Wednesday, October 20, 1993 at 11:00 A.M. California time. Bids shall be received, and the Bonds shall be sold, subject to the terms and conditions set forth in the Offic'ud Notice of Sale for the Bonds, together with any additions thereto or changes therein as may be deemed necessary or advisable by the Finance Director of the City upon consultation with the City's financ'ud advisor. The Official Statement, the Official Notice of Sale and the Bid Form are approved for distribution in the offering and sale of the Notes. The City's financial advisor, on behalf of the City and its City Cleft:, are authorized and directed to cause the Official Notice of Sale for the Bonds to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. The City Clerk is authorized and directed to execute the Official Notice of Sale for the Bonds on behalf of the City and to call for bids for the sale of the Bonds. The City Council hereby delegates to the Finance Director of the City or his designee the authority to accept the best responsible bid for the purchase of the Bonds, determined in accordance with the Official Notice of Sale for the Bonds. The Finance Director of the City or his designee is hereby authorized and directed to accept such bid for and in the name of the City by notice to the successful bidder. (c) Official Statement. The City Council hereby approves and deems nearly final, within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Bonds in the form on file with the City Clerk. The Mayor is hereby authorized to execute an appropriate certificate stating the City Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of such Rule. The City's financial advisor, on behalf of the City and its City Clerk, are authorized and directed to cause the preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. -11- The Mayor is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Mayor shall be conclusive evidence of approval of any such changes and additions. The trmal Official Statement shall be executed in the name and on behalf of the City by the Mayor. The City Council hereby authorizes the distribution of the final Official Statement by the Original Purchaser. (d) Printing of Bonds. The City Treasurer be, and is hereby, directed to cause the Bonds to be printed, signed and sealed, and to be delivered to the Original Purchaser of the Bonds on receipt of the purchase price therefor. (e) Delivery of Bonds. The Paying Agent is hereby authorized to deliver the Bonds to the Original Purchaser, upon receipt by the Paying Agent of a Written Request of the City directing such delivery. Section 3.02. Application of Proceeds of Sale of Bonds. On the Closing Date, the proceeds of sale of the Bonds paid by the Original Purchaser shall be applied as follows: (a) The amount of a.ccm__ed interest paid by the Original Purchaser upon the sale of the Bonds shall be paid to the City Treasurer and deposited by the City Treasurer m the Debt Service Account. (b) The amount of such proceeds which is required to be deposited into the Escrow Fund shall be paid by the Original Purchaser directly to the Escrow Bank and applied as set forth in the Escrow Agreement. (c) The remainder of such proceeds shall be paid by the Original Purchaser to the City Treasurer and deposited by the City Treasurer in the Proceeds Account. -12- ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Proceeds Account. There is hereby created, as an account within the General Fund of the City, the "General Obligation Refunding Bonds, Issue of 1993, Bond Proceeds Account" (the "Proceeds Account"), which shall be maintained by the City Treasurer as a separate account, distinct from all other funds of the City, into which shall be paid on receipt thereof, the portion of the Bond proceeds designated in Section 3.02(c). The Proceeds Account shall be administered and disbursements made in the manner and in the order progressively set forth in Section 4.02. Section 4.02. Administration and Disbursements From Proceeds Account. Amounts in the Proceeds Account shall be disbursed for the purpose of paying the Costs of Issuance in the maximum amount of $125,000. Payment of the Costs of Issuance shall be made only upon the receipt by the City Treasurer of invoices which are approved by the City Representative. Section 4.03. Debt Service Account. There is hereby created, as an account within the General Fund of the City, the "General Obligation Refunding Bonds, Issue of 1993. Debt Service Account" (the "Debt Service Account"), which shall be maintained by the City Treasurer as a separate account, distinct from all other funds of the City. The Debt Service Account shall be administered and disbursements made in the manner and in the order progressively set forth in Section 4.04, and as provided in Section 5.08(a). Section 4.04. Adminisuafion and Disbnrsements From Debt Service Account. (a) Interest. On or before the business day immediately preceding each Interest Payment Date, the City Treasurer shall t~ansfer from the General Fund of the City and set aside in the Debt Service Account an amount which, when added to the amount contained in the Debt Service Account on that date, if any, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. (b) Principal On or before the business day immediately preceding October 1 in each year the Bonds are Outstanding, commencing October 1, 1994, the City Treasurer shall transfer from the General Fund and set aside in the Debt Service Account an amount which will be equal to the principal becoming due and payable on such October 1. All moneys in the Debt Service Account shall be used and withdrawn by the City Treasurer solely for the purpose of paying the principal of and interest on the Bonds as the same shall become due and payable. On or before the last day of March and September in each year commencing March 31, 1994, the City Treasurer shall transfer to the Paying Agent moneys on deposit in the Debt Service Account for application by the Paying Agent on the next succeeding Interest Payment Date to the payment of principal of or interest on the Bonds, or both. Section 4.05. Redemption Account. There is hereby created, as an account within the General Fund of the City, the "General Obligation Refunding Bonds, Issue of 1993 Redemption Account" (the "Redemption Account"), which shall be maintained by the City Treasurer as a separate account, distinct from all other funds of the City. The Redemption Account shall be administered and disbursements made in the manner set forth in Section 4.06. Section 4.06. Administration and Disbursements From Redemption Account. The Redemption Account shall be maintained by the City Treasurer to pay for the prior redemption of the Bonds. Any funds legally available may, at any time on or after October 1, 2003, at the option of the City, be paid to the City Treasurer for deposit in the Redemption Account and application to -13- the prior redemption of Bonds on October 1, 2003 or any Interest Payment Date thereafter pursuant to Section 2.03(a). Section 4.07. Investment of Moneys. Amounts on deposit in the Proceeds Account, the Debt Service Account and the Redemption Account may be invested in Authorized Investments. Earnings on the investment of amounts held in any fund or account established hereunder shall be credited to the respective fund or account from which such investments are made. -14- ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01. Punctual P~fment. The City will punctually pay, or cause to be paid, the principal of and interest on the Bonds, in strict conformity with the terms of the Bonds and of this Resolution, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and of the Bonds. Nothing herein contained shall prevent the City from making advances of its own moneys howsoever derived to any of the uses or purposes permitted by law. Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, direcfiy or indirectly, approve any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be enfified, in case of default hereunder, to the benefits of uhis Resolution, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.03. Secnrity for the Bonds. The Bonds are general obligations of the City and the City has the power, is obligated and hereby covenants to levy ad valorem taxes upon all property within the City sul?ject to taxation by the O. ty, without limitation of raze or amount, for the payment of the Bonds and the interest thereon, in accordance with section 43632 of the Act. Until t~ansferred to the Debt Service Account as provided in Section 4.04, amounts in the General Fund of the City are not pledged to the payment of the Bonds. Section 5.04. Retirement of Prior Bonds: Approv. al of Escrow Agreement. The City hereby covenants that it shall cause the amounts on deposit ur the Escrow Fund to be applied to the payment and redemption in full of the Prior Bonds. To that end, the City shall cause to be deposited a portion of the proceeds of the Bonds with the Escrow Bank for investmere and application as provided in the Escrow Agreement, and the City hereby covenants that the indebtedness represented by the Prior Bonds will be fully discharged and defeased on the Closing Date. The City Council hereby approves the Escrow Agreement in substantially the form thereof on file with the City Clerk together with any additions there.t.o or changes therein approved by the City Representative, whose execution shall be conclusive evidence of approval of the final form of the Escrow Agreement The City Representative is hereby authorized to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the Escrow Agreement for and in the name and on behalf of the City. The City hereby authorizes the delivery and performance of the Escrow Agreeanent. Section 5.05. Books and Accounts: Financial Statement The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City in which complete and correct entries shall be made of all wansactions relating to the Project. Such books of record and accounts shall at all times during business. hours be subject to the inspection of the Paying Agent and the Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing. Section 5.06. Protection of Secnrity and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their -15- rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. Section 5.07. Tax Covenants. (a) No Arbitrage. The City shall not take, nor permit nor suffer to be taken any action with respect to the proceeds of the Bonds which, if such action had been reasona. bly expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be "arbiuage bonds" within the meaning of section 148 of the Tax Code. (b) Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government. (c) Private Activity Bond Limitation. The City shall assure that proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141Co) of the Tax Code. (d) Private Loan Financing Limitation. The City shall assure that proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private loan financing test of section 141(c) of the Tax Code. (e) Federal Guarantee Prohibition. The City shall not take any acfon or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax Code. (f) Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date. Section 5.08. F. rther Ass.tances. The City will adopt, make, execute and deliver any and all such further resolutions, insU'uments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confuming unto the Owners of the Bonds of the fights and benefits provided in this Resolution. -16- ARTICLE VI THE PAYING AGENT Section 6.01. Appointment of Paying Agent. Bank of America National Trust and Savings Association, is hereby appointed Paying Agent for the Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Resolution, and even during the continuance of an Event of Default, no implied covenants or obligations shall be read into this Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a certificate to that effect The City may remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business and having an office in the State, having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($$0,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 6.01 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Paying Agent may at any time resign by giving written notice to the City and the Owners of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent shall become effective upon acceptance of appointment by the successor Paying Agent. Section 6.02. Pigting Agent M~y Hold Bonds. The Paying Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have ff it were not Paying Agent. Section 6.03. Liability of Agents. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Resolution or of the Bonds, nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution. The Paying Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of ~his Resolution. The Paying Agent shall not be liable for any error of judgment made in good faith by a responsible officer of its COll~orate trust department in the absence of the negligence of the Paying Agent. No provisio. n of this Resolution shall require the Paying Agent to expend or risk its own funds or otherwise recur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, ff it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. -17- The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 6.04. Notice to Agents. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate. report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be of counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete anthox~zation and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the adminis~xation of its duties under this Resolution the Paying Agent shall deem it necessary or desirable that a maUer be proved or .established prior to tat-lug or suffe '.r~g any action hereunder, such matter (unless other evidence m respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 6.05. Compensation: Indemnification. The City shall pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The City further agrees to indemnify and save the Paying Agent harmless against any liab'Riries which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith. -18- ARTICLE VII REMEDIES OF OWNERS Section 7.01. Remedies of Owners. Any Owner shall have the fight, for the equal benefit and protection of all Owners similarly situated: (a) by mandamus, suit, action or proceeding, to compel the City and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Bonds, and to require the can'ying out of any or all such covenants and agreements of the City and the fulfillment of all duties imposed upon it; (b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Owners' tights; or (c) upon the happening and continuation of any default by the City hereunder or under the Bonds, by suit, action or proceiling in any court of competent jurisdiction, to require the City and its members and employees to account as ff it and they were the nustees of an express ~xust. Section 7.02. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Bonds shall be exclusive of any other remedy and that each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred on the Owners. -19- ARTICLE VIII AMENDMENT OF TH~S RESOLLrI~ON Section 8.01. Amendments Effective Without Consent of the Owners. For any one or more of the following purposes and at any time or from time to time, a Supplemental Resolution of the City may be adopted, which, without the requirement of consent of the Owners of the Bonds, shall be fully effective in accordance with its t~ms: (a) To add to the covenants and agreements of the City in this Resolution, other covenants and agreements to be observed by the City which are not comrary to or inconsistent with this Resolution as theretofore in effect (b) To conrum, as further assurance, any pledge under, and to subject to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution; (c) To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Resolution, which in any event shall not materially adversely affect the interests of the Owners, in the opinion of Bond Counsel filed with the City; or (d) To make such additions, deletions or modifications as may be necessary to assure compliance with the applicable provisions of the Tax Code relating to the rebate of Excess Investment Earnings to the United States or otherwise as may be necessary to assure that the interest on the Bonds remains excludable from gross income of the Owners thereof for federal income tax purposes, in the opinion of Bond Counsel filed with the City. Section 8.02. Amendments Effective With Consent to the Owners. Any modification or amendment of this Resolution and of the rights and obligations of the City and of the Owners of the Bonds, in any particular, may be made by a Supplemental Resolution, with the written consent of the Owners of a majority in aggregate principal amount of the Bonds Outstanding at the time such consent is given. No such modification or amendment shall permit a change in the terms of maturity of the principal of any Outstanding Bonds or of any interest payable thereon or a reduction in the principal amount thereof or in the rate of interest thereon, or shall reduce the percentage of Bonds the consent of the Owners of wh!c.h is required to effect .any such modification or amendment, or shall change any of the provisions in Section 7.01 relating to Events of Default, or shall reduce the amount of moneys pledged for the repayment of the Bonds without the consent of all the Owners of such Bonds, or shall change or modify any of the rights or obligations of any Paying Agent without its written assent thereto. -20- ARTICLE IX IVIISCELLANEOUS Section 9.01. Benefits of Resolution Limited to P~rties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the City, the Paying Agent and the Owners of the Bonds, any right, remedy, claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resohition contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners of the Bonds. Section 9.02. Defeasance. (a) Discharge of Resolution. Bonds may be paid by the City in any of the following ways, provided that the City also pays or causes to be paid any other sums payable hereunder by the City: (i) by paying or causing to be paid the principal or redemption price of and interest on such Bonds, as and when the same become due and payable; (ii) by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 9.02(c) hereof) to pay or redeem such Bonds; or ('ffi) by delivering such Bonds to the Paying Agent for cancellation by it. If the City shall pay all Outstanding Bonds and shall also pay or cause to be paid all other sums payable hereunder by the City, then and in that case, at the election of the City (evidenced by a certificate of a City Representative fried with the Paying Agent, signifying the intention of the City to discharge all such indebtedness and this Resolution), and notwithstanding that any Bonds shall not have been surrendered for payment, this Resolution and other assets made under this Resolution and all covenants, agreements and other obligations of the City under this Resolution shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 9.02(b). In such event, upon request of the City, the Paying Agent shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and shall execute and deliver to the City all such insmsments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, l~ansfer, assign or deliver to the City all moneys or securities or other property held by it pursuant to this Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption. (b) Discharge of Liability on Bonds. Upon the deposit, in Irust, at or before maturity, of money or securities in the necessary amount (as provided in Section 9.02(c) hereof) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Section 2.03 or provision satisfactory to the Paying Agent shall have been made for the giving of such notice, then all liability of the City in respect of such Bond shall cease and be completely discharged, except only that thereafter the Owner thereof shall be entitled only to payment of the principal of and interest on such Bond by the City, and the City shall remain liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further, however, that the provisions of Section 9.02(d) shall apply in all events. The City may at any time surrender to the Paying Agent for cancellation by it any Bonds previously issued and delivered, which the City may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. -21- (c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in ~'ust by the Paying Agent money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established pursuant to flais Resolution and shall be: (i) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the ease of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in Section 2.03 or provision satisfactory to the Paying Agent shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or redemption price of such Bonds and all unpaid interest thereon to the redemption date; or (ii) Federal Securities (not callable by the issuer thereof prior to maturity) the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the City, will provide money sufficient to pay the principal or redemption price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal or redemption price and interest become due, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Section 2.03 or provision satisfactory to the Paving Agent shall have been made for the giving of such notice. (d) Payment of Bonds After Discharge of Resolution. Notwithstanding any prov. isi.ons of this Resolution, any moneys held by the Paying Agent in trust for the payment of the principal or redemption price of, or interest on, any Bonds and remaining unclaimed for two (2) years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Resolution), ff such moneys were so held at such date, or six years after the date of deposit of such moneys ff deposited after said date when all of the Bonds became due and payable, shall, upon request of the City, be repaid to the City free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the City as aforesaid, the Paying Agent may (at the cost of the City) first mail to the Owners of all Bonds which have not been paid at the addresses shown on the Registration Books a notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof. Section 9.03. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other inslrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. -22- Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the Regis~adon Books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City, the Paying Agent or the City Treasurer in good faith and in accordance therewith. Section 9.04. Waiver of Personal Liability. No City Council member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shah relieve any such City Council member, officer, agent or employee from the performance of any official duly provided by law. Section 9.05. Destruction of Canceled Bonds. Whenever in this Resolution provision is made for the surrender to the City of any Bonds which have been paid or canceled pursuant to the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent shall be deemed to be the equivalent of the surrender of such canceled Bonds and the City shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.06. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The City hereby declares that it would have adopted this Resolution and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Resohition may be held illegal, invalid or unenforcoable. If, by reason of the judgment of any court, the City is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the City hereunder shall be assumed by and vest in the City Treasurer in mist for the benefit of the Owners. Section 9.07. Execution of Documents. The Mayor, the City Manager, the City Clerk, the Finance Director and the City Treasurer of the City, and any and all other officers of the City, are each authorized and directed in the name and on behalf of the City to make any and ail certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or appropriate in o.rder to consummate the la.wful issuance, sale and delivery of the Bonds. Whenever in this Resoluuon any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 9.08. Effective Date of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. *********************** -23- THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 12th day of October, 1993. ATTEST: City Cicrk City of Anaheim -24- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 93R- 203 was inl~oduced and adopted at a regular meeting provided by law, of the City Council of the City of Anaheim held on the 12th day of Octolaf, 1993, by the following vote of the members thereof: AYES: COLTNCIL MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly NOES: COUNCIL MEMBERS: None ABSENT: COUNC~ MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed and certified said Resolution No. 93R- ~oa onthe 13rh dayof Clernhov , 1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 13th day of October ,1993. CITY CLERK OF ~ CITY OF ANAHEIM (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the oregoing is the original of Resolution No. 93R- 203 duly passed and adopted by the Anaheim City Council on October 12, 1993. -25- EXHIBIT A FORM OF BOND R- $ UNH't/D STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAHEIM GENERAL OBLIGATION REFUNDING BOND ISSUE OF 1993 [ INTEREST RATE: [ MATURITY DATE: [ ~ ISSUE DATE: I CUSIP: I November 1, 1993 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS The CITY OF ANAHEIM, a charter city and municipal corporation, duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "C~ty"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawfid money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenfica~d prior to an Interest Payment Date and after the close of business on the fifteenth (15th) day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) this Bond is authenticated on or before March 15, 1994, in which event it shall bear interest from the Issue Date stated above; provided, however, that ff at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or madc available for payment on this Bond) until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable on April 1 and October I in each ycar, commencing April 1, 1994 (thc "Interest Payment Dates"), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof an.d ~premi.'um, ff any, upon early redemption hereof are payable at the corporate trust office of Bank of America National Trust and Savings Association (the "Paying Agent"), in Los Angeles, California. Interest hereon (including the final interest payment upon maturity or earlier redemption) is palable by check or draft of the Paying Agent mailed to the Owner at the Owner's address as it appears on the registration books maintained by the Paying Agent as of thc close of business on thc fifteenth (15th) day of the month next preceding such Interest Payment Date, or at such other address as the Owner may have filed with the Paying Agent for that purpose. This Bond is one of a duly authorized issue of bonds of thc City dcsignated as "City of Anaheim General Obligation Refunding Bonds, Issue of 1993" (the "Bonds"), in an aggregate principal amount of dollars ($ ), all of like tenor and date Exhibit A Pa~e 1 (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued pursuant to the provisions of Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Titie 5 of the California Government Code, commencing with section 53550 of said Code (the "Bond Law"), and pursuant to a resolution adopted by the City Council of the City on October 12, 1993 (the "Resolution") authorizing the issuance of the Bonds. Reference is hereby made to the Resolution (copies of which are on file at the office of the City Clerk) and the Bond Law for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the City thereunder, to all of the provisions of which Resolution the Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the City to refinance and derease all of the general obligation bonds of the City designated the "City of Anaheim General Obligation Bonds, Series 1986 A". This Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Resolution) are general obligations of the City and the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all proper~y within the City which is subject to taxation by the City. The Bonds maturing on or before October 1, 2003, are non-callable. The Bonds maturing on or after October 1, 2004, are subject, at the option of the City, to call for redemption prior to their stated maturities in whole, or in part, at the election of the City either in inverse order of maturity or on a pro rata basis among maturities, and in all cases by lot within any one maturity, on October 1, 2003 or on any Interest Payment Date thereafter, upon payment of a redemption price equal to the principal amount to be redeemed and accrued interest to the date fixed for redemption, plus a premium (expressed as a percentage of the principal amount to be redeemed), payable from any source lawfully available therefor, as follows: Redemption Date Redemption Premium October 1, 2003 and April 1.2004 2.0~ October 1, 2004 and April 1, 2005 1.5 October 1, 2005 and April 1, 2006 1.0 October 1, 2006 and April 1, 2007 .5 October 1, 2(}07 and thereafter 0 As provided in the Resolution, notice of redemption shall be given by the Paying Agent by first class mail, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Paying Agent, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. If this Bond is called for redemption and payment is duly provided therefor as specified in the Resolution, interest shall cease to accrue hereon from and after the date fixed for redemption. The Bonds are issuable as fully registered Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution. Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity and interest rate. Exhibit A This Bond is ~ansferable by the Owner hereof, in person or by his attorney duly authorized in writing, at said office of the Paying Agent in Los Angeles, California, but only in the manner and subject to the limitations provided in the Resolution, and upon surrender and cancellation of this Bond. Upon regisl~ation of such ~ansfer a new Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity and interest rate will be issued to the transferee in exchange herefor. The City and the Paying Agent may treat the Owner hereof as the absolute owner hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to the conm~y. The Resolution may be amended without the consent of the owners of the Bonds, but only under the circumstances and to the extent set forth in the Resolution. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Resolution. This Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Paying Agent. Unless this certificate is presented by an authorized representative of The Depository Trust Company; a New York corporation ("DTC"), to the City or its agent for regis~ation of ~ansfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Anaheim has caused this Bond to be cxecuted in its name and on its behalf with the facsimile signatures of its Mayor and its City Treasurer and attested to by thc facsimile signature of its City Clerk and its seal to be reproduced hereon, all as of thc Issue Date stated above. CITY OF ANAHEIM, CALIFORNIA Mayor (SEAL) ATTEST: City Clerk Exhibit A Page3 [FORM OF PAYING AGENT'S CERTIFICATE OF A~NTICATION] This is one of the Bonds described in the within-mentioned Resolution. Authentication Date: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Paying Agent Authorized Signatory Exhibit A Page4 (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is , the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Paying Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor. cu~tc~ond with the name(s) ~ written on the face of the within Bond in every particular without alteration or enlargement o~ any change whatsoever. Exhibit A