93-071 CITY OF ANAHEIM
RESOLUTION NO. 93R- 71
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ~NAHEIM,
CALIFOANIA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$25~000~000 WATER REVENUE BONDS# 1993 SERIES# OF THE
CITY; PROVIDING THE TERMS AND CONDITIONS OF SUCH BONDS;
APPROVING THE EXECUTION ANDDELIVERY OF AH ESCROW
AGREEMENT IN CONNECTION THEI~EWITH; APPOINTING A PAYING
AGENT; AND AUTHORIZING OFFICERS OF THE CITY TO DO ALL
THINGS NECESSANY OR~DVISABLE THEREFOR
WHEREAS, the City of Anaheim (the "City") is a municipal
corporation organized and existing under a charter duly and
regularly adopted pursuant to the provisions of the Constitution of
the State of California (the "Charter"); and
WHEREAS, Section 1210 of the Charter ("Section 1210")
provides as follows:
"Bonds which are payable only out of such revenues as may
be specified in such bonds may be issued when the City Council
by ordinance shall have established a procedure for the
issuance of such bonds. Such bonds, payable only out of
revenues, shall not constitute an indebtedness or general
obligation of the City. No such bonds payable out of revenues
shall be issued without the assent of a majority of the voters
voting upon the proposition for issuing the same at an
election at which such proposition shall have been duly
submitted to the qualified electors of the City.
It shall be competent for the City to make contracts and
covenants for the benefit of the holders of any such bonds
payable only from revenues and which shall not constitute a
general obligation of the City for the establishment of a fund
or funds, for the maintaining of adequate rates or charges,
for restrictions upon further indebtedness payable out of the
same fund or revenues, for restrictions upon transfer out of
such fund, and other appropriate covenants. Money placed in
any such special fund for the payment of principal and/or
interest on any issue of such bonds or to assure the
application thereof to a specific purpose shall not be
expended for any other purpose whatever except for the purpose
for which such special fund was established and shall be
deemed segregated from all other funds of the City and
reserved exclusively for the purpose for which such special
fund was established until the purpose of its establishment
shall have been fully accomplished.
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Notwithstanding the foregoing, the city may sell and
issue at any time and from time to time revenue bond
anticipation notes (including renewal revenue bond
anticipation notes) in anticipation of the revenue bonds
authorized by the voters on June 2, 1981; provided that the
aggregate principal amount of such revenue bond anticipation
notes and revenue bonds outstanding in accordance with their
terms at any one time shall not exceed $92 million. Suoh
revenue bond anticipation notes may be sold, issued and
secured in such manner and subject to such terms and
conditions as the city Council may prescribe by ordinance;
provided that such revenue bond anticipation notes shall not
constitute an indebtedness or general obligation of the City
of Anaheim and are not to be secured by the taxing power of
said City.
Notwithstanding the foregoing, the City may also sell and
issue at any time and from time to time revenue bond
anticipation notes (including renewal revenue bond
anticipation notes) in anticipation of any electric or water
revenue bonds theretofore or hereafter authorized by the
voters; provided that (i) the aggregate principal amount of
such electric revenue bond anticipation notes and the electric
revenue bonds in anticipation of which such electric revenue
bond anticipation notes were issued outstanding in accordance
with their terms at any one time shall not exceed the
principal amount of such electric revenue bonds authorized by
the voters and (ii) the aggregate principal amount of such
water revenue bond anticipation notes and the water revenue
bonds in anticipation of which such Water revenue bond
anticipation notes were issued outstanding in accordance with
their terms at any one time shall not exceed the principal
amount of such water revenue bonds authorized by the voters.
Such revenue bond anticipation notes may be sold, issued and
secured in such manner and subject to such terms and
conditions as the City Council may prescribe by ordinance;
provided that such revenue bond anticipation notes shall not
constitute an indebtedness or general obligation of the City
of Anaheim and are not to be secured by the taxing power of
said City.
Notwithstanding the foregoing, the City may also sell and
issue at any time and from time to time revenue anticipation
notes (including renewal revenue anticipation notes) in
anticipation of the receipt of revenues of the city's water
and electric utilities; provided that the aggregate principal
amount of such revenue anticipation notes outstanding in
accordance with their terms at any one time shall not exceed,
for each of such utilities, an amount equal to 25% of the
gross revenue earned by the respective utility during the
immediately preceding fiscal year as set forth in the audited
financial statements of such utility for such year. Such
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revenue anticipation notes may be sold, issued, and secured in
such manner and subject to such terms and conditions as the
City Council may prescribe by ordinance; provided that such
revenue anticipation notes shall not constitute an
indebtedness or general obligation of the City of Anaheim and
are not to be secured by the taxing power of said City."; and
W~ER~S, Ordinance No. 2933 of the City Council,
incorporating certain sections of the Revenue Bond Law of 1941
(Chapter 6, Part 1, Division 2, Title 5 of the Government Code of
the State of California), establishes a procedure for the issuance
of water revenue bonds; and
~{ER~S, pursuant to Section 1210, Ordinance No. 2933,
and Resolution No. 78R-533 of the city Council, a special municipal
election was held in the city on November 7, 1978, for the purpose
of submitting to the qualified voters of the City the following
proposition:
"Shall the City of Anaheim be authorized to finance the
acquisition and construction of additions to and improvements
of the water system of said city by the issuance of revenue
bonds, not payable from property taxes, in an amount not to
exceed 14 million dollars?"; and
W~EREAS, said proposition (the "1978 Proposition") was
approved by the votes of more than a majority of the voters voting
on the 1978 Proposition at said special municipal election; and
W~ER~AS, of said authorized amount of $14,000,000, the
City has heretofore issued $7,350,000 water revenue bo~ds
designated "Water Revenue Bonds, 1980 Series" and $6,650,000 water
revenue bonds designated "Water Revenue Bonds, 1984 Series"; and
W~R~AS, Section 1210.1 of the Charter ("Section
1210.1"), added to the Charter pursuant to a vote of a majority of
all the voters on June 2, 1981, provides as follows:
"Electric and water refunding revenue bonds may be issued
to purchase, redeem or retire any bonds heretofore or
hereafter issued pursuant to Section 1210 or this Section
1210.1, whenever the City Council determines that (1) costs of
the City will be reduced by the refunding of any bonds, or (2)
issuance of the refunding bonds will otherwise be financially
advantageous to the City.
If as a result of the issuing of refunding bonds pursuant
to this Section 1210.1, the water or electric utility of the
City shall, in any Fiscal Year, realize a reduction in
principal and interest on debt issued to finance such utility
when the principal and interest paid on the refunded bonds in
such Fiscal Year is compared to the principal and interest
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that would have been payable on the refunded bonds in such
Fiscal Year, the City Council shall, not later than the last
day of the next succeeding Fiscal Year, adjust rates of such
utility, if necessary, to reflect fully such reduction in
principal and interest payments as a reduction in costs of
service of such utility.
All provisions of Section 1210 are applicable to
refunding bonds, except that notwithstanding Section 1210 no
additional election shall be required to authorize their
issuance."; and
WHBREAS, pursuant to Section 1210.1, this City Council
hereby determines that costs of the City will be reduced by the
refunding of the Refunded Bonds, such refunding to be accomplished
through the issuance of the 1993 Bonds;
WHEREAS, this City Council deems it necessary to issue
for the purposes hereinafter set forth, not to exceed $25,000,000
principal amount of water revenue refunding bonds pursuant to
Section 1210.1 and Section 1210 of the City Charter, to be
designated "Water Revenue Bonds, 1993 Series"; and the Water
Revenue Bonds, 1993 Series, shall be on a parity with the City's
outstanding Water Revenue Bonds, 1984 series, Water Revenue Bonds,
1986 Series, Water Revenue Bonds, 1988 Series, Water Revenue Bonds,
1990 Series and Water Revenue Bonds, 1992 Series and any other
parity water revenue bonds which may be issued in the future by the
City;
NOW, THEREFORE, the City Council of the City of~ll&heim,
California, DOES HEREBY RESOLVE, DETERMINE ~ O~DER as follows:
SECTION 1. Definitions. As used in this Resolution,
unless the context otherwise requires:
"Authorized Investments" means any obligations in which
the City may lawfully invest its funds.
"Authorized Newspaper" means a newspaper customarily
published at least once a day for at least five days (other
than legal holidays) in each calendar week, printed in the
English language, and of general circulation in the City.
"City" means the City of Anaheim, California.
"City Council" means the City Council of the City.
"DTC" means the Depository Trust Company, New York, New
York, a limited purpose trust company organized under the laws
of the State of New York, in its capacity as securities
depository for the 1993 Bonds.
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"Enterprise" means the entire waterworks system of the
City, including all additions to, and improvements and
extensions of, said system later constructed or acquired.
"Escrow Account" means the account or accounts so
designated established pursuant hereto and the Escrow
Agreement.
"Escrow Agent" means the Escrow Agent which is a party to
the Escrow Agreement and its successor or successors.
"Escrow Agreement" means the Escrow Agreement executed
and delivered pursuant to Section 28 hereof, as amended and
supplemented from time to time.
"Finance Director" means the Finance Director of the
City.
"Fiscal Year" means the year period beginning on July 1
and ending on the next following June 30.
"Information Services" means Financial Information,
Inc.'s "Daily Called Bond Service," 30 Montgomery Street, loth
Floor, Jersey City, New Jersey 07302, Attention: Editor;
Kenny Information Services "Called Bond Service," 65 Broadway,
16th Floor, New York, New York 10006; Moody's "Municipal and
Government," 99 Church Street, 8th Floor, New York, New York
10007, Attention: Municipal News Reports; and Standard &
Poor's "Called Bond Record," 25 Broadway, 3rd Floor, New York,
New York 10004; or, in accordance with the then current
guidelines of the Securities and Exchange Commission, to such
other addresses and/or such other services providing
information with respect to called bonds as the City may
designate.
"Manager's Determination Certificate" means the
Certificate completed and executed by the Public Utilities
General Manager or the Public Utilities Financial Services
Manager at the time of initial issuance and delivery of the
1993 Bonds, in substantially the form attached hereto as
Exhibit B.
"Maximum Annual Debt Service" as computed from time to
time under Section 15 and Covenant 10 of Section 21 hereof
means the largest of the sums obtained for the Fiscal Year of
computation or any Fiscal Year thereafter by totaling the
following for each such Fiscal Year:
(1) The principal amount of all serial 1993 Bonds and
serial Parity Bonds payable in such Fiscal Year and
outstanding at the date of such computation;
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(2) The minimum sinking account payments, if any, payable
in such Fiscal Year with respect to the term 1993 Bonds,
if any, and any term Parity Bonds outstanding at the date
of such computation; and
(3) The interest which would be due during such Fiscal
Year on the aggregate principal amount of the 1993 Bonds
and Parity Bonds which would be outstanding in such
Fiscal Year if the serial 1993 Bonds and serial Parity
Bonds outstanding on the date of such computation are
retired as they mature and if the term 1993 Bonds, if
any, and any term Parity Bonds outstanding on the date of
such computation, if any, are retired as scheduled in
this Resolution and in the Parity Bond Resolution
providing for the issuance of such term Parity Bonds.
"Net Revenues" of the Enterprise means the amount of the
Revenues less the Operating Expenses.
"1984 Bond Resolution" means Resolution No. 84R-396 of
the City Council, adopted October 9, 1984, authorizing the
issuance of the 1984 Bonds.
"1984 Bonds" means the $6,650,000 water revenue bonds
designated "Water Revenue Bonds, 1984 Series".
"1986 Bond Resolution" means ~esolution No. 86R-91 of the
city Council, adopted March 4, 1986, authorizing the issuance
of the 1986 Bonds.
"1986 Bonds" means the $7,160,000 refunding water revenue
bonds designated Water Revenue Bonds, 1986 Series.
"1988 Bond Resolution" means Resolution No. 88R-11 of the
city Council, adopted January 12, 1988 authorizing the
issuance of the 1988 Bonds.
"1988 Bonds" means the $5,000,000 water revenue bonds
designated "Water Revenue Bonds, 1988 Series".
"1990 Bond Resolution" means Resolution No. 90R-293 of
the City Council adopted August 14, 1990 authorizing the
issuance of the 1990 Bonds.
"1990 Bonds" means the $9,000,000 water revenue bonds
designated "Water Revenue Bonds, 1990 Series".
"1992 Bonds" means the $6,400,000 water revenue bonds
designated "Water Revenue Bonds, 1992 Series".
"1993 Bonds" means the bonds authorized and issued under
this Resolution
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"Operating Expenses" of the Enterprise means the
reasonable and necessary current expenses of maintaining,
repairing and operating the Enterprise, including city
administrative expenses directly attributable to water system
functions, but excluding depreciation and amortization, and
debt service requirements of the City's general obligation
water bonds, all computed in accordance with sound accounting
principles and consistent with existing accounting practices
of the City.
"Ordinance No. 2933" means Ordinance No. 2933 of the City
Council, adopted on June 1, 1971, as amended by Ordinance No.
4536, adopted on September 4, 1984.
"Parity Bonds" means the outstanding 1984 Bonds, 1986
Bonds, the 1988 Bonds, the 1990 Bonds, the 1992 Bonds, and any
other revenue bonds, revenue notes or other similar evidences
of indebtedness hereafter issued for the acquisition,
construction and financing of additions to, and improvements
of the Enterprise, payable out of the Net Revenues and which,
as provided in this Resolution, rank on a parity with the 1993
Bonds.
"Parity Bond Resolution" means any resolution authorizing
the issuance of Parity Bonds.
"Refunded Bonds" means the City's water revenue bonds set
forth in the Manager's Determination Certificate under the
heading "Refunded Bonds."
"Registrar" means The Bank of New York Trust Company of
California and its successor or successors and any other
corporation which may, within the sole discretion of the City,
be substituted in its place by the City.
"Resolution" means this Resolution No. 93R-__ of the City
Council.
"Revenues" means all rates, fees and charges for
providing water service to persons and real property
(including connection fees) and all other fees, rents and
charges and other income derived by the City, from the
ownership, operation, use or services of the Enterprise.
"Securities Depositories" means The Depository Trust
Company, 711 Stewart Avenue, Garden City, New York 11530,
Fax-(516) 227-4039 or 4190; Midwest Securities Trust Company,
Capital Structures-Call Notification, 440 South LaSalle
Street, Chicago, Illinois 60605, Fax-(312) 663-2343;
Philadelphia Depository Trust Company, Reorganization
Division, 1900 Market Street, Philadelphia, Pennsylvania
19103, Attention: Bond Department, Dex-(215) 496-5058; or, in
LA01 \6190\4801.7 7 94601.20
accordance with the then current guidelines of the Securities
and Exchange Commission, to such other addresses and/or such
other securities depositories as the City may designate.
"Tax Certificate" means the Tax and Non-Arbitrage
Certificate and Instructions as to Compliance with the Provisions
of Section 103(a) of the Internal Revenue Code of 1986, executed
and delivered by the city, on the Delivery Date, as amended or
supplemented from time to time.
"Treasurer" means the Treasurer of the City.
SECTION 2. Equality of 1993 Bonds and Parity Bonds;
Pledge of Revenues. Pursuant to Section 1210 and Section 1210.1 of
the City Charter, Ordinance No. 2933 and this Resolution, the 1993
Bonds and all Parity Bonds shall be equally secured by a pledge,
charge and lien upon the Net Revenues of the Enterprise without
priority for number, date of bonds, date of sale, date of
execution, or date of delivery, and the payment of the interest on
and principal of the 1993 Bonds and all Parity Bonds and any
premiums upon the redemption of any thereof shall be and are
secured by an exclusive pledge of and charge and lien upon the Net
Revenues of the Enterprise, and all of the Net Revenues of the
Enterprise are hereby pledged, charged and assigned for the
security of the 1993 Bonds and all Parity Bonds, and such Net
Revenues and any interest earned on the Net Revenues shall
constitute a trust fund for the security and payment of the
interest on and principal of the 1993 Bonds and all Parity Bonds,
and so long as any of the 1993 Bonds, Parity Bonds or interest
thereon are unpaid, the Net Revenues and interest thereon shall not
be used for any other purpose, except as permitted by this
Resolution or any Parity Bond Resolution, and shall be held in
trust for the benefit of the bondowners and shall be applied
pursuant to this Resolution, or to this Resolution as modified
pursuant to provisions herein, and to any Parity Bond Resolution.
Nothing in this Resolution shall preclude: (a) the
redemption prior to maturity of any 1993 Bonds subject to call and
redemption or payment of said 1993 Bonds at maturity from proceeds
of refunding bonds issued under Section 1210.1 of the city Charter
as the same now exists or as hereafter amended, or under any other
law of the State of California; (b) the issuance, subject to the
limitations contained herein, of Parity Bonds; or (c) the issuance
of additional indebtedness payable solely from surplus moneys in
the Revenue Account pursuant to Section 18 hereof.
SECTION 3. Purpose of the 1993 Bonds. Under and
pursuant to Section 1210.1 of the City Charter and Ordinance No.
2933 and in accordance with the authorizations stated in the
recitals hereof, the 1993 Bonds shall be issued for the purpose of
refunding the Refunded Bonds, including the payment of costs and
expenses incidental thereto.
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SECTION 4. Special Obligations; No Gsner&l city
Liability. The 1993 Bonds shall be special obligations of the city
and shall be payable as to the principal thereof and interest
thereon and any premium upon the redemption of any thereof solely
from the Net Revenues. The general fund of the City is not liable
for the payment of the 1993 Bonds or their interest, nor is the
credit or taxing power of the City pledged for the payment of the
1993 Bonds or their interest. The owners of the 1993 Bonds shall
not be entitled to compel the exercise of the taxing power by the
City or the forfeiture of any of its property. The principal of
and interest on the 1993 Bonds and any premium upon the redemption
of any thereof are not a debt of the City or a legal or equitable
pledge, charge, lien or encumbrance upon any of its property or
upon any of its income, receipts or revenues, except the Net
Revenues.
SECTION 5. Description of the 1993 Bonds. The 1993
Bonds shall all be in the denomination of $5,000 or any integral
multiple of $5,000, and numbered consecutively from I upwards. The
1993 Bonds shall be designated "WATER REVENUE BONDS, 1993 SERIES".
The 1993 Bonds shall be payable on October 1 in each year of
maturity in the amounts for each of the several years, and shall
bear interest payable semi-annually on the first days of October
and April of each year, commencing October 1, 1993, as set forth in
the Manager's Determination Certificate. The 1993 Bonds shall be
dated as set forth in the Manager's Determination Certificate. The
City Council hereby determines that the maximum rate of interest
which may be paid on the 1993 Bonds shall be 9.00%. The Public
Utilities General Manager (or, in the absence of the Public
Utilities General Manager, the Financial Services Manager of the
Public Utilities Department) (the "Manager") shall accept the bid
of the highest responsible bidder or bidders or reject all bids in
accordance with any notice inviting bids with respect to the 1993
Bonds. Each 1993 Bond shall bear interest from the interest
payment date next preceding the date of its authentication, unless
such 1993 Bond is authenticated on an interest payment date, in
which event from such interest payment date or unless such 1993
Bond is authenticated as of a day during the period from the day
after the record date immediately preceding an interest payment
date to such interest payment date, inclusive, in which event such
1993 Bond shall bear interest from such interest payment date;
provided, however, that if the date of authentication of any 1993
Bond shall be on or prior to the fifteenth day prior to the first
interest payment date, such 1993 Bond shall bear interest from the
dated date of the 1993 Bonds (set forth in the Manager's
Determination Certificate); provided, further, that if, as shown by
the records of the Registrar, interest on the 1993 Bonds shall be
in default, 1993 Bonds issued in exchange for 1993 Bonds
surrendered for transfer or exchange shall bear interest from the
interest payment date to which interest has been paid in full on
the 1993 Bonds surrendered or if no interest has been paid, their
LA01 \6190\4801.7 9 94601
dated date. Interest shall be calculated on the basis of a 360 day
year of 12 30-day months.
The 1993 Bonds set forth under the heading "serial 1993
Bonds" as set forth in the Manager's Determination Certificate are
sometimes referred to herein as "serial 1993 Bonds" and the 1993
Bonds set forth under the heading "term 1993 Bonds" as set forth in
the Manager's Determination Certificate, if any, are sometimes
referred to herein as ,'term 1993 Bonds".
SECTION 6. Place of Payment. Each 1993 Bond shall bear
interest until the principal sum thereof has been paid; provided,
however, that if at the maturity date of any 1993 Bond or if the
same is redeemable and has been duly called for redemption, funds
are available for the payment or redemption thereof in full
accordance with the terms of this Resolution, said 1993 Bond shall
then cease to bear interest. The 1993 Bonds and any premium upon
the redemption thereof and the interest thereon shall be payable in
lawful money of the United States of A~erica. Subject to the
provisions of Section 27 hereof, the principal of the 1993 Bonds
shall be payable at the principal corporate trust office of the
Registrar in Los Angeles, California and at such other paying agent
(if any) designated by the city. Subject to the provisions of
Section 27 hereof, interest on the 1993 Bonds shall be payable by
check mailed to the registered owner on the registration records
maintained by the Registrar, determined as of the close of business
on the 15th day of the calendar month (whether or not a business
day) immediately preceding an interest payment date (including the
date on which the principal of a 1993 Bond is to be paid).
SECTION 7. Executian and Authentication of the 1993
Bonds. The Mayor of the city and the Treasurer are hereby
authorized and directed to sign the 1993 Bonds by their facsimile
signatures, and the City Clerk of the City is hereby authorized and
directed to countersign the 1993 Bonds by facsimile signature and
to affix thereto or otherwise reproduce thereon the corporate seal
of the City.
The 1993 Bonds shall bear thereon a certificate of
authentication, substantially in the form set forth in Exhibit A
hereto, executed manually by the Registrar. Only such 1993 Bonds
as shall bear thereon such certificate of authentication shall be
entitled to any right or benefit under this Resolution and no 1993
Bond shall be valid or obligatory for any purpose until such
certificate of authentication shall have been duly executed by the
Registrar. Such certificate of the Registrar upon any 1993 Bond
executed on behalf of the City shall be conclusive evidence that
the 1993 Bond so authenticated has been duly authenticated and
delivered under this Resolution and that the owner thereof is
entitled to the benefits of this Resolution.
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~CTION 8. Registration and Transfer. The 1993 Bonds
shall be issued in fully registered form. The 1993 Bonds shall be
transferable only upon the books of the City, which shall be kept
for such purposes at the office of the Registrar, by the registered
owner thereof in person or by his attorney duly authorized in
writing, upon surrender thereof together with a written instrument
of transfer satisfactory to the Registrar duly executed by the
registered owner or his duly authorized attorney. Upon the
transfer of any such registered 1993 Bond, the Registrar shall
issue in the name of the transferee a new registered Bond or 1993
Bonds of the same aggregate principal amount and maturity as the
surrendered 1993 Bond. The Registrar may, with the concurrence of
the city, designate an additional office where transfer of
registered 1993 Bonds may be effected by the Registrar provided in
this Section.
The City, the Registrar and each paying agent may deem
end treat the person in whose name any 1993 Bond shall be
registered upon the books of the City as the absolute owner of such
1993 Bond, whether such 1993 Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal or
redemption price, if any, of and interest on such 1993 Bond and for
all other purposes, and all such payments so made to any such
registered owner or upon his order shall be valid and effectual to
satisfy and discharge the liability upon such 1993 Bond to the
extent of the sum or sums so paid, and neither the City, the
Registrar nor any paying agent shall be affected by any notice to
the contrary. The City agrees to indemnify and save the Registrar
and each paying agent harmless from and against any and all loss,
cost, charge, expense, judgment or liability incurred by it, acting
in good faith and without negligence under this Resolution, in so
treating such registered owner.
In all cases in which the privilege of exchanging 1993
Bonds or transferring registered 1993 Bonds is exercised, the
Registrar shall authenticate and deliver 1993 Bonds in accordance
with the provisions of this Resolution. All 1993 Bonds surrendered
in any such exchanges or transfers shall forthwith be delivered to
the Registrar and cancelled by the Registrar and returned to the
city. For every such exchange or transfer of 1993 Bonds, whether
temporary or definitive, the City or the Registrar may make a
charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer. Neither the City nor the Registrar shall be
required to transfer or exchange any 1993 Bonds for a period of 15
days next preceding any selection of 1993 Bonds to be redeemed or
thereafter until after the first publication or mailing of any
notice of redemption of any 1993 Bonds called for redemption.
SECTION 9. Re~emptlon of 1993 Bonds. The 1993 Bonds
maturing on or after October 1, 2004 are subject to redemption
prior to maturity, at the option of the city, on and after October
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1, 2003, in whole at any time or in part on any interest payment
date, at the following redemption prices, expressed as a percentage
of the principal amount, together with accrued interest to the date
of redemption:
Redemption Periods
(Dates Inclusive) RedemPtion Price
October 1, 2003 through September 30, 2004 102%
October 1, 2004 through September 30, 2005 101
October 1, 2005 and thereafter 100
The term 1993. Bonds, if any, are also subject to
mandatory sinking fund redemption prior to maturity at the
principal amount thereof plus accrued interest to the redemption
date as provided in Section 9(b) hereof. The term 1993 Bonds, if
any, to be so redeemed shall be selected by lot within the maturity
to which such redemption relates.
All or any of the 1993 Bonds subject to redemption may be
called for redemption at any one time. If less than all of the
1993 Bonds are redeemed at any one time, the City shall select the
maturity or maturities to be redeemed. If less than all 1993 Bonds
of a maturity are to be redeemed, the particular 1993 Bonds or
$5,000 principal portions of 1993 Bo~ds of such maturity to be
redeemed shall be selected by lot by the City. The interest
payment date on which 1993 Bonds which are called are to be
presented for redemption is herein sometimes called the "redemption
date."
(b) Mandatory Redemption of Terl~ 1993 Bo~ds. 1993 Bonds
designated to be term 1993 Bonds, if any, shall be subject to
mandatory redemption in part at par, and by lot, from moneys set
aside in the Bond Service Account on October 1 of the years and in
the amounts set forth in the Manager's Determination Certificate.
(c) Notice of Redemptio~. The Registrar shall, at least
30 days but not more than 60 days prior to the redemption date,
mail by first class mail, postage prepaid, a notice to (i) the
registered owners thereof at the addresses appearing on the
registration records maintained by the Registrar, as of the date of
such notice and (ii) one or more Information Services. Notice of
redemption shall also be given by telecopy or certified, registered
or overnight mail to the Securities Depositories two (2) days prior
to the mailing of notice of redemption to the owners and the
Information Services. The notice of redemption shall: (a) state
the redemption date; (b) state the redemption price; (c) state the
numbers and dates of maturity of the 1993 Bonds to be redeemed;
provided, however, that whenever any call includes all of the
outstanding 1993 Bonds subject to redemption, the numbers of the
LA01 \6190\4801.7 12 94601.20
1993 Bonds need not be stated; (d) require that such 1993 Bonds be
surrendered at the principal corporate office of the Registrar in
Los Angeles, California or at the option of the owner, at any other
paying agent of the City; and (e) give notice that further interest
on such 1993 Bonds will not accrue after the designated redemption
date.
The actual receipt by the owner of any 1993 Bond of
notice of such redemption shall not be a condition precedent to
redemption, and failure to receive such notice shall not affect the
validity of the proceedings for redemption of such 1993 Bonds or
the cessation of interest on the redemption date. The mailed
notice or notices required by this section shall be given by the
Registrar.
Failure by the Registrar to give notice pursuant to this
Section to any one or more of the Information Services or
Securities Depositories shall not affect the sufficiency of the
proceedings for redemption. Failure by the Registrar to mail
notice of redemption pursuant to this Section to any one or more of
the respective owners of any 1993 Bonds designated for redemption
shall affect the sufficiency of the proceedings for redemption only
with respect to the owner or owners to whom such notice was not
mailed. A certificate by the Registrar that notice of redemption
was mailed to owners shall be conclusive evidence of the mailing of
such notice and no bondowner whose 1993 Bond is called for
redemption may object thereto or may object to the cessation of
interest on the redemption date.
(d) Redemption Fund. Prior to the redemption date there
shall be established a redemption fund to be described as the Water
Revenue Bonds Redemption Fund (herein referred to as the
"Redemption Fund"), and prior to the redemption date there shall be
set aside in the Redemption Fund moneys available for the purpose
and sufficient to redeem, at the prices· payable as in this
Resolution provided, the 1993 Bonds designated in such notice of
redemption. Said moneys shall be set aside in the Redemption Fund
solely for that purpose and shall be applied on or after the
redemption date to payment of the 1993 Bonds to be redeemed upon
presentation and surrender of such 1993 Bonds. Any accrued
interest due on or prior to the redemption date shall be paid from
the 1993 Bond Service Account. If, after all of the 1993 Bonds
have been redeemed and cancelled or paid and cancelled, there are
moneys remaining in the Redemption Fund, said moneys shall be
transferred to the Revenue Account; provided, however, that if said
moneys are part of the proceeds of refunding bonds said moneys
shall be transferred to the fund or account created for the payment
of principal of and interest on such refunding bonds. The
Redemption Fund may also be used to provide for the redemption of
outstanding Parity Bonds.
LA01 \6190\6801.7 13 9/+601.~'0
(e) Effect of the Notice of Redemption. When notice of
redemption has been given, and when the amount necessary for the
redemption of the 1993 Bonds called for redemption is set aside for
that purpose in the Redemption Fund, the 1993 Bonds designated for
redemption shall become due and payable on the redemption date, and
upon presentation and surrender of said 1993 Bonds at the place
specified in the notice of redemption, such 1993 Bonds shall be
redeemed and paid at said redemption price out of the Redemption
Fund, and no interest will accrue on such 1993 Bonds called for
redemption after the redemption date specified in such notice, and
the owners of said 1993 Bonds so called for redemption after such
redemption date shall look for the payment of such 1993 Bonds only
to said Redemption Fund. All 1993 Bonds redeemed shall be
cancelled forthwith and shall not be reissued. All unpaid interest
payable at or prior to the redemption date shall continue to be
payable to the respective registered owners of such 1993 Bonds, Or
upon their order, but without interest thereon.
SECTION 10. Funds and &ccounts.
A. The Treasurer shall continue to maintain or cause to
be maintained the following funds and accounts, heretofore created
pursuant to Section 1210 of the City Charter, as provided for in
the 1984 Bond Resolution, 1986 Bond Resolution, 1988 Bond
Resolution and the 1990 Bond Resolution so long as any of the 1984
Bonds, 1986 Bonds, 1988 Bonds, 1990 Bonds, 1992 Bonds or 1993 Bonds
remain outstanding:
(1) Water Enterprise Fund (the "Water Enterprise Fund"),
and the following accounts within said fund:
(a) Water System Revenue Account (the "Revenue
Account"); and
(b) Water System Maintenance and Operating Account
(the "M&O Account"); and
(c) Water System Renewal and Replacement Account
(the "R&R Account"); and
(d) Water System Extension and Improvement Account
(the "E&I Account"); and
(e) Water System Revenue Bond Reserve Fund (the
"Reserve Fund").
B. The Treasurer shall continue to maintain or cause to
be maintained the following accounts, heretofore created under the
1984 Bond Resolution, so long as any of the 1984 Bonds, 1986 Bonds,
1988 Bonds, 1990 Bonds, 1992 Bonds or 1993 Bonds remain
outstanding:
LA01 \6190\&801.7 14 9~,601.20
(1) Water System Revenue Bond and Interest Account (the
"Bond Service Account,,);
(2) Water System Revenue Bond Sinking Account (the
"Sinking Account").
C. The following additional account is hereby created in
the Water Enterprise Fund and shall be maintained by the Treasurer,
or the Treasurer shall cause such account to be maintained, so long
as any amounts deposited therein remain unexpended:
(1) Water System Revenue Bond, 1993 Costs of Issuance
Account (the "1993 Costs of Issuance Account").
D. Additional accounts in the Water Enterprise Fund may
be created by subsequent resolutions of the City Council.
SECTION ~1. Disposition of Bond Proceeds.
A. The proceeds of the 1993 Bonds shall be deposited as
follows:
(1) The amount, if any, necessary (together with amounts
currently on deposit) to cause the amount in the Reserve Fund
to equal the Maximum Annual Debt Service for the 1984 Bonds,
the 1986 Bonds, the 1988 Bonds, the 1990 Bonds, the 1992
Bonds, and the 1993 Bonds shall be deposited in the Reserve
Fund.
(2) There shall be deposited in the Escrow Account an
amount which, when combined with amounts transferred to the
Escrow Account as provided in Paragraph B of this Section 11,
shall be sufficient to purchase Escrow Securities (as defined
in the Escrow Agreement), the principal and interest on which
when due, will provide moneys which will be sufficient to pay
when due the redemption price of and interest on the Refunded
Bonds.
(3) The amount of the accrued interest received by the
City with respect to the 1993 Bonds shall be deposited in the
Bond Service Account. To the extent allocable to the months
of May and June, 1993, the amount of such accrued interest
shall be credited against the monthly transfer required with
respect to the 1993 Bonds by Section 14.A.(1) hereof for the
months of May and June, 1993.
(4) The remainder shall be deposited in the 1993 Costs of
Issuance Account.
B. Simultaneously with the issuance and delivery of the
1993 Bonds, all or any portion of the moneys in the Reserve Fund in
excess of an amount sufficient to provide a balance in the Reserve
LA01%6190%4801.7 15 ~1.~0
Fund equal to Maximum Annual Debt Service for the 1984 Bonds, the
1986 Bonds, the 1988 Bonds, the 1990 Bonds, the 1992 Bonds and the
1993 Bonds (upon the authentication and delivery of the 1993 Bonds)
and specified in writing by the Public Utilities General Manager,
the Public Utilities Financial Services Manager, the City Treasurer
or the Finance Director of the City, together with such portion of
the moneys in the Bond Service Account specified in writing by any
of the foregoing officers of the City, shall be transferred to the
Escrow Account.
C. Moneys on deposit in the 1993 Costs of Issuance
Account shall be used to pay costs of issuance with respect to the
1993 Bonds. If any amount shall remain in the 1993 Costs of
Issuance Account when all such costs of issuance have been paid,
such amount shall be used for the acquisition of capital assets for
the Water System by the City.
SECTION lZ. Revenue Account. The Treasurer shall
deposit the Revenues of the Enterprise as received in the Revenue
Account. On or before the twentieth day of each calendar month,
there shall be withdrawn from the Revenue Account the entire amount
on deposit in the Revenue Account and there shall be allocated and
deposited such amount in the indicated priority to the following
accounts and funds.
SECTION 13. M&0 Account. First, so long as any of the
1993 Bonds are outstanding, there shall be allocated to the M&O
Account amounts sufficient for the payment of the Operating
Expenses of the Enterprise as said expenses become due and payable.
Amounts in the M&O Account shall be used solely to pay Operating
Expenses.
SECTION 14. Bond Servioe Account; Sinking Account.
Second, so long as any of the 1993 Bonds are outstanding, in
addition to but on a parity with the transfers to the Sinking
Account required by Section 14 of the 1986 Bond Resolution and the
Sinking Account required by Section 14 of the 1990 Bond Resolution:
A. There shall be allocated to the Bond Service Account
the following amounts:
(1) one-sixth of the interest which will become due and
payable on the outstanding 1993 Bonds and Parity Bonds within
the next ensuing six months, except that, with respect to any
interest payment date, the monthly sum allocated shall be the
interest which will become due and payable on such interest
payment date less any portion of such interest which has been
provided for (a) by transfers required with respect to the
1993 Bonds by any Parity Bond Resolution, and (b) in the case
of any other Parity Bonds, any transfers required with respect
to such Parity Bonds by any other Parity Bond Resolution;
LA01 \6190\4801.7 16 94601.~0
(2) one-twelfth of the principal amount which will mature
and be payable on the outstanding serial 1993 Bonds and serial
Parity Bonds within the next ensuing twelve months;
(3) during each month preceding the first interest
payment date for the 1993 Bonds, an amount determined by
dividing (x) the amount of interest due and payable on the
1993 Bonds on the first interest payment date for the 1993
Bonds less (i) the amount deposited in the Bond Service
Account pursuant to Section 11A(3) hereof and (ii) the amount
deposited or to be deposited with respect to the 1993 Bonds in
the Bond Service Account pursuant to clause (1) of this
Section 14A after the issuance of the 1993 Bonds and prior to
such first interest payment date, by (y) the total number of
months in which deposits are to be made under clause (1) of
this Section 14A after the issuance of the 1993 Bonds and
prior to such first interest payment date; and
(4) during each month preceding the first principal
payment date for the 1993 Bonds, an amount determined by
dividing (x) the amount of principal due and payable on the
1993 Bonds on the first principal payment date for the 1993
Bonds less the amount deposited or to be deposited with
respect to the 1993 Bonds in the Bond Service Account pursuant
to clause (2) of this Section 14A after the issuance of the
1993 Bonds and prior to such first principal payment date, by
(y) the total number of months in which deposits are to be
made under clause (2) of this Section 14A after the issuance
of the 1993 Bonds and prior to such first principal payment
date.
B. There shall be allocated to the Sinking Account, each
month during the twelve-month period preceding the Sinking Account
Redemption Dates set forth in the Manager's Determination
Certificate, if any, in addition to any amounts which may be
specified in any Parity Bond Resolution with respect to any term
Parity Bonds to be issued by the City in the future, one-twelfth of
the amount set forth in the Manager's Determination Certificat~
under the heading "Sinking Account Principal Amount" in order to
pay the principal of the respective amounts of term 1993 Bonds, if
any, which shall be called and redeemed on such dates as set forth
in the Manager's Determination Certificate, unless such amounts are
used to purchase term 1993 Bonds as provided in this Section.
C. In any event, such sums shall be allocated from the
Revenue Account to the Bond Service Account and the Sinking Account
so that the full amount required to pay, as it becomes due, the
interest on said 1993 Bonds and Parity Bonds and any installment of
principal on said 1993 Bonds and Parity Bonds shall be set aside in
the Bond Service Account and the Sinking Account at least five days
prior to the date the installment of interest or principal becomes
due.
LA01 \6190\4801.7 17 ~601.~0
If for any reason in any month there are insufficient
amounts in the Revenue Account to make all required deposits in the
Bond Service Account and the Sinking Account, then the amounts
available shall be allocated pro rata towards the required deposits
and the deficiencies shall be added to and become a part of the
allocations required for the following calendar month.
Any moneys required to be set aside in the Bond Service
Account or the Sinking Account may be prepaid in whole or in part
by being earlier set aside therein, and in that event the monthly
allocation which has been so prepaid need not be made at the time
appointed therefor. Each monthly transfer shall be reduced by an
amount equal to any investment income received during its preceding
calendar month on moneys in the Bond Service Account or the Sinking
Account.
The 1993 Bonds shall recite that they are payable from
the Water Enterprise Fund, but notwithstanding such recital shall
be paid from the Bond Service Account or from the Redemption Fund
established in accordance with Section 9(d) of this Resolution.
Moneys in the Sinking Account shall be used to redeem
outstanding term 1993 Bonds, if any, and any term Parity Bonds at
the times and in the amounts as provided in this Resolution and any
Parity Bond Resolution. Any such call and redemption of term 1993
Bonds shall be made in accordance with Section 9 hereof, and for
that purpose moneys in the Sinking Account may be transferred to
the Redemption Fund for the payment of principal upon redemption of
any term 1993 Bonds called for redemption prior to maturity.
Moneys in the Sinking Account may also be used, prior to
the date when any term 1993 Bonds or term Parity Bonds are selected
by lot, in lieu of (or partially in lieu of) mandatory call and
redemption on the next succeeding sinking fund redemption date, for
the purchase of any such term 1993 Bonds or term Parity Bonds at a
purchase price (including brokerage and other fees) not exceeding
par plus accrued interest.
If after all of the 1993 Bonds and any Parity Bonds have
been redeemed and cancelled or paid and cancelled (or provision is
made therefor) there are moneys remaining in the Bond Service
Account, the Sinking Account or the Reserve Fund, said moneys shall
be transferred to the Revenue Account.
In the event of the refunding of the 1993 Bonds, amounts
accumulated in the Bond Service Account may be withdrawn and be
held for the payment of the principal or redemption price, if
applicable, and interest on the 1993 Bonds being refunded; provided
that such withdrawal shall not be made unless (a) immediately
thereafter, the 1993 Bonds being refunded shall be deemed to have
been paid pursuant to Section 32 hereof, and (b) the amounts
remaining in the Bond Service Account after such withdrawal shall
LA01 \6190\~801.? 18 94601.Zo
not be less than the requirement of such Account pursuant to
Section 14 hereof.
SECTION 15. Reserve Fund. Third, so long as any of the
1993 Bonds are outstanding, there shall be transferred to the
Reserve Fund an amount (when added to amounts on deposit therein)
which is sufficient to provide a balance in the Reserve Fund equal
to Maximum Annual Debt Service.
Moneys in the Reserve Fund shall be used solely for the
purpose of paying the principal of and interest on the 1993 Bonds
and any Parity Bonds, in the event that moneys in the Bond Service
Account or the Sinking Account (in the case of the 1984 Bonds, 1986
Bonds, 1988 Bonds, 1990 Bonds, 1992 Bonds, 1993 Bonds or any other
Parity Bonds) are insufficient therefor. For that purpose, the
Treasurer shall withdraw and transfer, or cause to be withdrawn and
transferred, sufficient moneys from the Reserve Fund to the Bond
Service Account or the Sinking Account, as the case may be. If at
any time the moneys in the Reserve Fund are insufficient to make
all such required transfers, the available moneys in the Reserve
Fund shall be distributed pro rata towards the required deposits.
Whenever moneys are withdrawn from the Reserve Fund an equal amount
of moneys shall be placed in the Reserve Fund by transfers from the
first available moneys in the Revenue Account.
Prior to the initial transfer from the Revenue Account
pursuant to Section 12 hereof in each month, moneys in the Reserve
Fund in excess of Maximum Annual Debt Service shall be withdrawn
from the Reserve Fund and transferred to the Revenue Account.
If on the first day of a Fiscal Year in which the Maximum
Annual Debt Service calculated excluding such Fiscal Year is less
than the Maximum Annual Debt Service calculated including such
Fiscal Year (in both cases after giving effect to any proposed
redemption or refunding of any Parity Bonds during such Fiscal
Year), then in each month during such Fiscal Year, prior to the
transfer from the Revenue Account pursuant to Section 12 in each
month, there may be transferred from the Reserve Fund to the
Revenue Account an amount equal to one-twelfth of the difference
between the two calculations of Maximum Annual Debt Service. For
purposes of calculating amounts required to be in the Reserve Fund
during such Fiscal Year, the amounts so transferred shall be deemed
to be on deposit in the Reserve Fund. Such amounts shall be used
only for the purposes set forth in Section 3 hereof or to pay the
principal of 1993 Bonds or Parity Bonds at maturity, by redemption
or by purchase at a purchase price (including brokerage and other
fees) not exceeding par plus accrued interest.
SECTION 16. R&R Account. Fourth, so long as any of the
1993 Bonds are outstanding, there shall be allocated to the R&R
Account an amount equal to 2% of the Revenues received in the
preceding calendar month until a balance is established, or
LA01 \6190\&801.7 19 9~601.20
reestablished, therein equal to 1% of the depreciated book value of
the land, general plant and equipment which constitute the net
utility plant of the Enterprise or such other balance as the
consulting engineer may recommend. The moneys contained in the R&R
Account shall be used for transfer to the Bond Service Account or
the Sinking Account, as the case may be, to prevent default in
payment of the principal and interest on the 1993 Bonds or any
Parity Bonds, or for extraordinary maintenance and repairs,
renewals and replacements to the Enterprise, but not for additions
to and extensions of the Enterprise.
If at any time the balance in the R&R Account exceeds the
minimum balance herein identified, said excess may be transferred
to the Revenue Account.
SECTION 17. E&I Aocount. Fifth, so long as the 1993
Bonds are outstanding, there shall be set aside out of the Revenue
Account into the E&I Account such amounts as shall be deemed
desirable by the City Council or appropriate city staff by
appointment of the City Council. The moneys contained in said
Account shall be used for transfer to the Bond Service Account or
the Sinking Account, as the case may be, to prevent default in
payment of principal and interest on the 1993 Bonds or any Parity
Bonds, or for extension and improvement of the Enterprise.
SECTION 18. Surplus Moneys in the Revenue Aooount. All
moneys remaining in the Revenue Account after all transfers
required hereunder have been made, shall be applied (i) to the
payment of the principal and interest on the City's Water Revenue
Anticipation Notes issued pursuant to Section 1210 of the City
Charter and Ordinance No. 4415 and Ordinance No. 4530 of the City
Council, as amended, to the extent required by the resolution(s)
pursuant to which such notes are issued and thereafter, to the
extent available, (ii) for the redemption of any outstanding 1993
Bonds or Parity Bonds which are subject to call and redemption
prior to maturity or for the purchase from time to time in the open
market of any outstanding 1993 Bonds or Parity Bonds whether or not
subject to call and redemption (irrespective of the maturity or
number of such 1993 Bonds or Parity Bonds) at prices and in such
manner, either at public or private sale, or otherwise, as the
Treasurer in his or her discretion may determine, but such purchase
price (including brokerage and other charges, but excluding accrued
interest) shall not exceed the principal amount or the redemption
price of the callable 1993 Bonds or Parity Bonds on the next
redemption date, whichever is less; or (iii) for any lawful purpose
of the City, including but not limited to the security and payment
of other indebtedness incurred in connection with the Enterprise.
SECTION 19. Investments. Obligations purchased as
investments of moneys in any of the funds and accounts in which
investments are authorized shall be deemed at all times to be a
part of such funds and accounts and any income realized from such
LA01 \61~\4~1.7 20 ~1.~o
investments shall be credited to such funds and accounts and any
losses resulting from such investments shall be charged to such
funds and accounts. The Treasurer shall sell at the best price
obtainable or present for redemption any obligations so purchased
whenever it may be necessary to do so in order to provide moneys to
meet any payment or transfer from such funds and accounts. For the
purpose of determining at any given time the balance in any such
funds and accounts, any such investments constituting a part of
such funds and accounts shall be valued at the then estimated or
appraised market value of such investments. Moneys in all funds
and accounts described in Section 10 hereof shall be invested only
in Authorized Investments. All investments of moneys in such funds
and accounts shall mature not later than such times as the
Treasurer estimates such moneys shall be needed for the purposes
for which such moneys are held.
SECTION 20. Warranty. The city shall preserve and
protect the security of the 1993 Bonds and the rights of the owners
of the 1993 Bonds and warrant and defend their rights against all
claims and demands of all persons.
SECTION 21. Covenants. So long as any of the 1993 Bonds
are outstanding, the city makes the following covenants with the
bondowners under the provisions of Section 1210 of the City Charter
(to be performed by the city or its proper officers, agents or
employees) which covenants are necessary, convenient and desirable
to secure the 1993 Bonds and tend to make them more marketable;
provided, however, that said covenants do not require the City to
expend any moneys other than the Revenues of the Enterprise.
Covenant 1. Punotual Payment. The city covenants thatTit
will duly and punctually pay or cause to be paid the principal of
and interest on every 1993 Bond issued hereunder, together with the
premium thereon, if any be payable, on the date, at the place and
in the manner mentioned in the 1993 Bonds and in accordance with
this Resolution, and that the payments into the Bond Service
Account, the Sinking Account and the Reserve Fund will be made, all
in strict conformity with the terms of the 1993 Bonds and of this
Resolution, and that it will faithfully observe and perform all of
the conditions, covenants and requirements of this Resolution and
all resolutions supplemental thereto and of the 1993 Bonds issued
hereunder, and that time of such payment and performance is of the
essence of the City's contract with the bondowners.
Covenant 2. Discharge claims. The City covenants that in
order to preserve and protect the priority and security of the 1993
Bonds the City shall pay from amounts available in the M&O Account
and discharge all lawful claims for labor, materials and supplies
furnished for or in connection with the Enterprise which, if
unpaid, may become a lien or charge upon the property or Revenues
of the Enterprise prior or superior to the lien of the 1993 Bonds
and impair the security of the 1993 Bonds. The City shall also pay
LA01 \6190\&801,7 21 ~1.~0
from amounts available in the M&O Account all taxes and assessments
or other governmental charges lawfully levied or assessed upon or
in respect of the Enterprise or upon any part thereof or upon any
of the revenues thereof.
Covenant 3. Operate Enterprise in Efficient and
Economical Manner. The City covenants to operate the Enterprise in
an efficient and economical manner and to operate, maintain and
preserve the Enterprise in good repair and working order.
Covenant 4. Against Bale, Eminent Domain, Existing and
Future Agreements. Except as provided herein, the City covenants
that the Enterprise shall not be mortgaged or otherwise encumbered,
sold, leased, pledged, any charge placed thereon, or disposed of as
a whole or substantially as a whole unless such sale or other
disposition be so arranged as to provide for sums adequate to
provide for the immediate payment of the principal of and interest
on and premiums, if any, due upon call and redemption thereof, of
the 1993 Bonds. The City further covenants that the Revenues of
the Enterprise or any other funds pledged or otherwise made
available to secure payment of the principal of and interest on the
1993 Bonds shall not be mortgaged, encumbered, sold, leased,
pledged, any charge placed thereon, or disposed of or used except
as authorized by the terms of this Resolution. The city further
covenants that it will not enter into any agreement which impairs
the operation of the Enterprise or any part of it necessary to
secure adequate revenues to pay the principal of and interest on
the 1993 Bonds or which otherwise would impair the rights of the
bondowners with respect to the Revenues of the Enterprise. If any
substantial part of the Enterprise is sold, the payment therefor
shall either be used for the acquisition and/or construction of
improvements and extensions of the Enterprise or shall be placed in
the appropriate funds or accounts and shall be used to pay or call
and redeem the 1993 Bonds and any Parity Bonds in the manner
provided in this Resolution or in any Parity Bond Resolution.
The city covenants that any amounts received as awards as
a result of the taking of all or any part of the Enterprise by the
lawful exercise of eminent domain, if and to the extent that such
right can be exercised against such property of the city, shall
either be used for the acquisition and/or construction of
improvements and extension of the Enterprise or shall be placed in
the appropriate funds or accounts and shall be used to pay or call
and redeem the 1993 Bonds and any Parity Bonds in the manner
provided in this Resolution or in any Parity Bond Resolution.
The City will not sell, lease or otherwise encumber any
part of the Enterprise except properties or facilities no longer
useful or necessary to its efficient and economical operation.
Notwithstanding any other provisions contained herein,
the City may: (i) sell or dispose of customer connections (and
LA01%6190%4801.7 2 2 ~601.20
related distribution lines) located outside the City limits; (ii)
take all action necessary to fulfill its commitments under its
existing agreements with Yorba Linda County Water District, and any
subsequent implemental agreements; and (iii) enter into, and take
all actions necessary to fulfill its commitments under, contractual
agreements concerning water service to all or part of any areas
which are annexed to the City of Anaheim after the sale and
delivery of the 1993 Bonds, with parties organized to provide water
service to all or part of any such area. Any proceeds from the
sale or disposition of any part of the Enterprise or the granting
of any service rights or privileges pursuant to the preceding
sentence shall be used to defray the cost of renewals,
replacements, additions and extensions to the Enterprise or shall
be held for the redemption of callable bonds prior to maturity or
open market purchase of 1993 Bonds or Parity Bonds then
outstanding, but such purchase price (including brokerage and other
charges, but excluding accrued interest) shall not exceed 103% of
the principal amount or the redemption price of the callable bonds
on the most recent redemption date, whichever is less. Any
proceeds from the sale or disposition of any part of the Enterprise
shall be placed in the Revenue Account.
Covenant 5. Insurance. The City covenants that it shall
at all times maintain with responsible insurers all such insurance
on the Enterprise as is customarily maintained by similar utilities
systems with respect to works and properties of like character
against accident to, loss of or damage to such works or properties.
If any useful part of the Enterprise shall be damaged or destroyed
such part shall be restored to use. The money collected from
insurance against accident, loss or damage shall be used for
repairing or rebuilding the lost, damaged or destroyed works and
properties, and to the extent not so applied, shall be applied to
the retirement of outstanding 1993 Bonds and any Parity Bonds
issued for the Enterprise and for such purpose paid into the
appropriate funds or accounts.
The city shall also maintain with responsible insurers
workers' compensation insurance and insurance against public
liability and property damage to the extent reasonably necessary to
protect the city and the bondowners.
Notwithstanding the foregoing, the City may provide any
insurance required by this Covenant 5 through a self-insurance
program.
Covenant 6. Records and Accounts. The City covenants
that it shall keep proper books of record and accounts of the
Enterprise, separate from all other records and accounts, in which
complete and correct entries shall be made of all transactions
relating to the Enterprise. Said books shall at all times be
subject to the inspection of the owners of not less than 10% of the
LA01 \6190\~801.7 23 9~1.20
outstanding 1993 Bonds or their representatives authorized in
writing.
The City covenants that it will cause the books and
accounts of the Enterprise to be audited annually by an independent
certified public accountant or firm of certified public accountants
and shall furnish a copy of the audit report, upon request, to any
bondowner.
Covenant 7. Collection of Charges. The City will permit
no free connections with, or use and services of the Enterprise
except for the following: (i) public fire hydrants; (ii) public
fire flows; (iii) watering of public street dividers; and (iv) to
the extent, if any, provided in the City's existing agreements with
Yorba Linda County Water District. The City will pay promptly into
the Revenue Account from the City's General Fund (or other
available funds) for all city connections with, use and services
of, the Enterprise except the foregoing. The City will not grant
or establish within any class of service preferential or
discriminatory rates, fees or charges for connections with, and use
and services of, the Enterprise except as provided in the City's
existing agreements with Yorba Linda County Water District and
subsequent implemental agreements. For the purposes of setting
such rates, fees and charges, connections located outside the city
limits of the City of Anaheim may be considered as separate classes
of service. The City covenants that it shall at all times during
the period any of the 1993 Bonds are outstanding maintain and
enforce valid regulations for the payment of bills for water
service and that such regulations shall at all times during such
period provide that the City shall discontinue water service to any
user whose water bill has not been paid within the time fixed by
said regulations.
Covenant 8. Rates aria Charges. The City shall and hereby
covenants that it shall prescribe, revise and collect such charges
for the services and facilities of the Enterprise which, after
making allowances for contingencies and error in the estimates,
shall be at least sufficient to pay the following amounts in the
order set forth:
(a) All current expenses for the necessary and reasonable
Operating Expenses of the Enterprise as said expenses become
due and payable;
(b) The interest on and principal payments (including any
sinking account payments) of the outstanding 1993 Bonds and
Parity Bonds as they become due and payable;
(c) All payments required for comDliance with this
Resolution including transfers required to be made from the
Revenue Account to other funds and accounts; and
LA01 \6190\~,801 .? 24 94601,Z0
(d) All payments required to meet any other obligations
of the City which are charges, liens or encumbrances upon or
payable from the Revenues of the Enterprise;
and the charges shall be so fixed that the Net Revenues shall at
least equal 1.50 times the amounts payable under (b). For purposes
of this Section, Net Revenues shall include all investment income
on all accounts established in the Water Enterprise Fund and on all
other funds established for the benefit of the owners of the 1993
Bonds or Parity Bonds.
Covenant 9. No Priorit~ for &dditiona~ I~de~tedness. The
City covenants that no additional indebtedness shall be incurred
pursuant to Section 1210 and other provisions of the City Charter
or any law of the State of California having any priority in
payment of principal or interest out of the Revenues of the
Enterprise over the 1993 Bonds.
Covenant 10. Limits on Parity Bonds. (a) Parity Bonds
may be issued to finance or re-finance any repairs, improvements,
enlargements or extensions of the Enterprise, provided that the
City covenants that, except for bonds issued to refund any 1993
Bonds or Parity Bonds, no such additional indebtedness evidenced by
revenue bonds, revenue notes or any other evidence of indebtedness
payable out of the Revenues of the Enterprise and ranking on a
parity with the 1993 Bonds shall be created or incurred unless:
First: The City is not in default under the terms
of this Resolution.
Second: The Net Revenues of the Enterprise,
calculated on sound accounting principles, as shown by
the books of the City for each of the last two completed
Fiscal Years prior to the adoption of the resolution
approving the sale of such additional indebtedness as
shown by an audit certificate or opinion of an
independent certified public accountant or firm of
certified public accountants employed by the City, plus,
at the option of the city, the allowance for earnings
hereinafter set forth in subparagraph (b) of this
covenant, shall have amounted to at least 1.50 times the
Maximum Annual Debt Service in any Fiscal Year thereafter
on all indebtedness to be outstanding immediately
subsequent to the incurring of such additional
indebtedness.
(b) For the purposes of this covenant, the following may
be added to the Net Revenues of the Enterprise for the purpose of
applying the restrictions contained in this covenant:
An allowance for earnings arising from any increase
in the charges made for service from the Enterprise which
LA01 \6190\4801,7 2 5 94~1.20
has become effective prior to the incurring of such
additional indebtedness but which, during all or any part
of said last two completed Fiscal Years, was not in
effect, in an amount equal to 75% of the amount by which
the Net Revenues should have been increased if such
increase in charges had been in effect during the whole
of said last two completed Fiscal Years, as shown by the
certificate or opinion of an independent certified
accountant or firm of certified public accountants
employed by the City.
(¢) For purposes of this Section, Net Revenues shall
include all investment income on all accounts established in the
Water Enterprise Fund and on all other funds established for the
benefit of the owners of the 1993 Bonds or Parity Bonds.
(d) Junior lien bonds (payable in whole or in part from
the Net Revenues) may be issued to finance or refinance any
repairs, enlargements, extensions or improvements of the
Enterprise, but no Revenues may be used for the payment of such
junior lien bonds (interest, principal, redemption premium or
sinking fund installments) or the establishment or maintenance of
any funds or accounts created in conjunction with their issuance,
unless and until: (i) the city has complied fully with all
provisions of the Resolution and has made all payments required to
that time by the Resolution; (ii) the Reserve Fund contains an
amount equal to no less than the maximum combined annual principal
and interest requirements of all 1993 Bonds and Parity Bonds then
outstanding.
Covenant 11. Tax Covenants Relating to the Intern&l
Revenue Code Of 1986. The city shall do the following with respect
to the 1993 Bonds which, when initially issued, are the subject of
an opinion of counsel to the effect that interest thereon is
excluded from gross income for Federal income tax purposes pursuant
to the Internal Revenue Code of 1986 or any suocessor thereto:
(a) In order to maintain the exclusion of interest on the
1993 Bonds from gross income for Federal income tax purposes, and
for no other purpose, the City shall take actions necessary under
the provisions of the Internal Revenue Code of 1986 (the "Code").
In furtherance of the covenant contained in the preceding sentence,
the City agrees to comply with the provisions of the Tax and
Non-Arbitrage Certificate and Instructions as to Compliance with
the Provisions of Section 103(a) of the Internal Revenue Code of
1986 (the "Tax Certificate") delivered by Mudge Rose Guthrie
Alexander & Ferdon on the date of initial issuance and delivery of
the 1993 Bonds, as such Tax Certificate may be amended from time to
time, as a source of guidance for achieving compliance with the
Code.
~.A01 \6190\4801 ,? 26 94601.~0
(b) The City shall make any and all payments required to
be made to the United States Department of the Treasury in
connection with the 1993 Bonds pursuant to Section 148(f) of the
Internal Revenue Code of 1986 from amounts on deposit in the funds
and accounts established under this Resolution and available
therefor.
(c) Notwithstanding any other provision of this
Resolution to the contrary, so 10ng as necessary in order to
maintain the exclusion from gross income of interest on the 1993
Bonds for Federal income tax purposes, the covenants contained in
this Section shall survive the payment of the 1993 Bonds and the
interest thereon, including any payment or defeasance thereof
pursuant to Section 32 of this Resolution.
SECTION 22. Lost, Stolen, Destroyed, or Hutil&ted 1993
Bonds. In the event that any 1993 Bond is lost, stolen, destroyed
or mutilated, the City will cause to be issued a new 1993 Bond
similar to the original to replace the same in such manner and upon
such reasonable terms and conditions, including the payment of
costs and the posting of a surety bond if the City deems such
surety bond necessary, as may from time to time be determined and
prescribed by resolution. The City may authorize such new 1993
Bond to be signed and authenticated in such manner as it determines
in said resolution.
BECTION 23. Cancellation of 1993 Bonds. All 1993 Bonds
surrendered to the Registrar or any paying agent of the City for
payment upon maturity or for redemption shall upon payment therefor
be cancelled immediately. Any 1993 Bonds purchased by the city as
authorized herein shall be cancelled forthwith and returned to the
City and shall not be reissued.
SECTION 24. Consent of 1993 Bondowners. Except as
permitted by paragraphs (c) and (d) of Section 31 hereof, no
amendment, waiver or modification of any provision of this
Resolution shall be effective until the consent provided for by
this Section 24 shall have been obtained. Any act relating to the
amendment, waiver or modification of any of the provisions of this
Resolution consented to by bendowners holding a majority in
aggregate principal amount of the outstanding 1993 Bonds, exclusive
of 1993 Bonds, if any, owned by the City, shall be binding upon the
owners of all of the 1993 Bonds, and shall not be deemed an
infringement of any of the provisions of this Resolution, whatever
the character of such act may be, and may be done and performed as
fully and freely as if expressly permitted by the terms of this
Resolution, and after such consent relating to such specified
matters has been given, no bondowner shall have any right or
interest to object to such action or in any manner to question the
propriety thereof or to enjoin or restrain the City or any officer
thereof from taking any action pursuant thereto.
LA01 \6190\/.801.7 27 96,601.20
Bondowners may consent by affirmative vote at a
bondowners' meeting or may consent in writing without a meeting,
all as hereinafter provided.
No such amendment, waiver or modification shall be made
which will permit (i) a change in the maturity or term of
redemption or any installment of interest thereon or a reduction in
the principal amount of or redemption price or rate of interest
upon any 1993 Bond without the consent of the owner of such 1993
Bond; or (ii) a reduction of the percentage of the principal amount
of 1993 Bonds the vote or consent of which is required to effect
any such amendment.
(a) Calling Bondowners, Meeting. If the City shall desire
to obtain any such consent it may call a meeting of bondowners, by
resolution, for the purpose of considering the action, the consent
to which is desired.
(b) Notice of Meeting. Notice specifying the purpose,
place, date and hour of such meeting shall be published once in a
financial newspaper or journal of national circulation published in
or near the City of New York, New York, not less than sixty days
and not more than ninety days prior to the date fixed for the
meeting. Such notice shall set forth the nature of the proposed
action, consent to which is desired. The City Clerk of the city
shall also on or before the first publication of such notice, mail
a similar notice, postage prepaid, to the respective registered
owners thereof at their addresses appearing on the 1993 Bond
registry books. The place, date and hour of holding such meeting
and the date or dates of publishing and mailing such notice shall
be determined by the City, in its discretion.
The actual receipt by any bondowner of notice of any such
meeting shall not be a condition precedent to the holding of such
meeting, and failure to receive such notice shall not affect the
validity of the proceedings thereat. A certificate by the City
Clerk, approved by resolution of the City Council, that the meeting
has been called and that notice thereof has been given as herein
provided shall be conclusive as against all parties and it shall
not be open to any bondowner to show that he failed to receive
notice of such meeting.
(c) Voting Qualifications. Any bondowner may, prior to
any such meeting, deliver his 1993 Bond or 1993 Bonds to any agency
designated by the City for the purpose, and shall thereupon be
entitled to receive an appropriate receipt for the 1993 Bond or
1993 Bonds so deposited, calling for the redelivery of such 1993
Bond or 1993 Bonds at any time after the meeting. The Treasurer
shall prepare and deliver to the chairman of the meeting a list of
the names and addresses of the registered owners of 1993 Bonds,
with a statement of the maturities and serial numbers of the 1993
Bonds held and deposited by each of such bondowners, and no
LA01 \6190\4801.7 2 8 ~1.20
bondowner shall be entitled to vote at such meeting unless his name
appears upon such list or unless he shall present his 1993 Bond or
1993 Bonds at the meeting or a certificate of deposit thereof,
satisfactory to the city, executed by a bank or trust company. No
bondowner shall be permitted to vote with respect to a larger
aggregate principal amount of 1993 Bonds than is set against his
name on such list, unless he shall produce the 1993 Bonds upon
which he desires to vote, or a certificate of deposit thereof as
above provided.
(d) Xssuer-owned X993 Bonds. The City covenants that it
will present at the meeting a certificate, signed and verified by
one member of the City Council and by the Treasurer stating the
maturities and serial numbers of all 1993 Bonds owned by, or held
for account of, the City, directly or indirectly. No person shall
be permitted at the meeting to vote or consent with respect to any
1993 Bond appearing upon such certificate, or any 1993 Bond which
it shall be established at or prior to the meeting is owned by the
city, directly or indirectly, and no such 1993 Bond (in this
Resolution referred to as an "issuer-owned 1993 Bond") shall be
counted in determining whether a quorum is present.
(e) Quor%m and Procedure. A representation of at least a
majority in aggregate principal amount of the 1993 Bonds then
outstanding (exclusive of issuer-owned 1993 Bonds) shall be
necessary to constitute a quorum at any meeting of bondowners, but
less than a quorum may adjourn the meeting from time to time, and
the meeting may be held as so adjourned without further notice,
whether such adjournment shall have been had by a quorum or by less
than a quorum. The City shall, by an instrument in writing,
appoint a temporary chairman of the meeting, and the meeting shall
be organized by the election of a permanent chairman and a
secretary. At any meeting each bondowner shall be entitled to one
vote for every $5,000 principal amount of 1993 Bonds with respect
to which he shall be entitled to vote as aforesaid, and such vote
may be given in person or by proxy duly appointed by an instrument
in writing presented at the meeting. The City, by its duly
authorized representative, may attend any meeting of the
bondowners, but shall not be required to do so.
(f) Vote Required. At any such meeting held as aforesaid
there shall be submitted for the consideration and action of the
bondowners a statement of proposed action, consent to which is
desired, and if such action shall be consented to and approved by
bondowners holding at least a majority in aggregate amount of the
1993 Bonds then outstanding (exclusive of issuer-owned 1993 Bonds)
the chairman and secretary of the meeting shall so certify in
writing to the City, and such certificate shall constitute complete
evidence of consent of bondowners under the provisions of this
Resolution. A certificate signed and verified by the chairman and
the secretary of any such meeting shall be conclusive evidence and
LA01 \6190\4801.7 29 94601.20
the only competent evidence of matters stated in such certificate
relating to proceedings taken at such meeting.
(g) Written Consent of 1993 Bondowners. If the City shall
desire to obtain any such consent in writing, without a meeting of
bondowners, the City Council may, by resolution, propose the
action, to which consent is desired. A copy of such resolution,
together with a request to bondowners for their consent to the
action proposed therein, shall be published once in a financial
newspaper or journal of national circulation published in or near
the City of New York, New York. The city Clerk of the City shall
also, on or before the publication of such resolution and request,
mail a copy thereof to each registered owner at the address
appearing on the bond registry books.
The actual receipt by any bondowner of such resolution
and request shall not affect the validity of the proceedings for
the obtaining of such consent. A certificate by said City Clerk,
approved by resolution of the city Council, that said resolution
and request has been published and mailed as herein provided shall
be conclusive as against all parties, and it shall not be open to
any bondowner to show that he failed to receive such resolution and
consent.
Each written consent shall be accompanied by proof of
ownership of the 1993 Bonds for which such consent is given. Proof
of ownership shall be made in such manner as shall be prescribed by
the resolution proposing the action. Any such written consent
shall be binding upon the owner of the 1993 Bonds giving such
consent and on any subsequent owner (whether or not such subsequent
owner has notice thereof) unless such consent is revoked in writing
by the owner giving such consent or by the subsequent owner. To be
effective, any revocation of consent must be filed before the
adoption of the resolution accepting consents as hereinafter
provided.
After the owners of at least a majority in aggregate
principal amount of the 1993 Bonds then outstanding (exclusive of
issuer-owned 1993 Bonds) shall have consented in writing, the City
Council shall adopt a resolution accepting such consents and such
resolution shall constitute complete evidence of the consent of
bondowners under this Resolution.
(h) Publication of Consent. Notice specifying the
amendment, waiver or modification that has received the consent of
bondowners as required by this section shall be published once in
a financial newspaper or journal of national circulation published
in or near the City of New York, New York, not less than sixty days
following the final action in the proceedings for the obtaining of
such consent. Said notice is only for the information of
bondowners and failure to publish such notice or any defect therein
LA01 \6190\4801 ,? 30 94601
shall not affect the validity of the proceedings theretofore taken
in the obtaining of such consent.
SECTION 25. 1993 Bond Form. Subject to the provisions
of this Resolution, the 1993 Bonds shall be issued in registered
form, and the form of the 1993 Bonds and the Registrar's
Certificate of Authentication shall be in the form set forth in
Exhibit A hereto.
SECTION 26. Temporar~ 1993 Bonds. Any 1993 Bonds may be
initially issued in temporary form exchangeable for definitive 1993
Bonds. The temporary 1993 Bonds may be printed, lithographed or
typewritten, shall be of such denominations as may be determined by
the City, shall be without coupons and may contain such reference
to any of the provisions of this Resolution as may be appropriate.
Every temporary 1993 Bond shall be executed and sealed by the City
and authenticated by the Registrar in substantially the same manner
as provided in Section 7 hereof. If the City issues temporary 1993
Bonds it will execute and furnish definitive Bonds without delay
and thereupon the temporary 1993 Bonds may be surrendered for
cancellation at the office of the Treasurer, and the Treasurer
shall deliver in exchange for such temporary 1993 Bonds an equal
aggregate principal amount of definitive 1993 Bonds of the same
interest rates and maturities. Until so exchanged, the temporary
1993 Bonds shall be entitled to the same benefits under this
Resolution as definitive 1993 Bonds issued hereunder.
SECTION 27. Book-Entry Format. (a) Except as provided
in subsection (c) of this Section, the registered owner of all of
the 1993 Bonds shall initially be Cede & Co., as nominee of DTC.
Payment of interest for any 1993 Bonds registered as of the record
date in the name of Cede & Co. shall be made by wire transfer to
the account of Cede & Co. on the interest payment dates for the
1993 Bonds at the address indicated on the record date for Cede &
Co. in the registration books kept by the Registrar.
(b) The 1993 Bonds shall initially be issued in the form
of separate single authenticated fully registered 1993 Bonds in the
principal amount of each separate stated maturity of the 1993
Bonds. Upon initial issuance, the ownership of each such 1993 Bond
shall be registered in the registration book kept by the Registrar
in the name of Cede & Co., as nominee of DTC. The Registrar shall
treat DTC (or its nominee) as the sole and exclusive owner of the
1993 Bonds registered in its name for the purposes of payment of
the principal, premium, if any, or interest on the 1993 Bonds,
giving any notice permitted or required to be given to the
registered owners thereof under this Resolution, registering the
transfer of 1993 Bonds, obtaining any co~sent or other action to be
taken by the registered owners thereof and for all other purposes
whatsoever; and the Registrar shall not be affected by any notice
to the contrary. The Registrar shall not have any responsibility
or obligation to any DTC participant (a "Participant"), any person
LA01 \6190\4801.? 31 ~l.ZO
claiming a beneficial ownership interest in the 1993 Bonds (a
"Beneficial Owner") under or through DTC or any Participant, or any
other person which is not shown on the registration books kept by
the Registrar as being a registered owner of 1993 Bonds. The City
and the Registrar shall have no responsibility with respect to the
accuracy of any records maintained by DTC, Cede & Co. or any
Participant with respect to any ownership interest in the 1993
Bonds; the payment by DTC or any Participant to any Beneficial
Owner of any amount of principal, premium, if any, or interest on
the 1993 Bonds; the delivery to any Participant or any Beneficial
Owner of any notice which is permitted or required to be given to
the registered owners thereof hereunder; or any consent given or
other action taken by DTC as the registered owner thereof. The
Registrar shall pay all principal, premium, if any, and interest on
the 1993 Bonds only t9 or "upon the order of" (as that term is used
in the Uniform Commercial Code as adopted in the State of New
Jersey) Cede & Co., as nominee of DTC, and all such payments shall
be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal; premium, if any, and
interest on the 1993 Bonds to the extent of the sum or sums so
paid. Said principal and premium, if any, shall be paid to DTC in
immediately available funds on October 1 in each year of maturity
set forth in the Manager's Determination Certificate to:
Muni Redemption Department
The Depository Trust Company
55 Water Street
23rd Floor
New York, New York 10041
Attention: Collections Supervisor
Upon delivery by DTC to the Registrar of written notice to the
effect that DTC had determined to substitute a new nominee in place
of Cede & Co., and subject to the provisions herein with respect to
record dates, the word "Cede & Co." in this Resolution shall refer
to such new nominee of DTC.
(c) In the event the City determines that it is in the
best interest of the Beneficial Owners of the 1993 Bonds that they
be able to obtain bonds, the City will notify DTC and the Registrar
of the availability through DTC of 1993 Bonds. In such event, the
Registrar shall execute, transfer and exchange 1993 Bonds as
requested by DTC and any other registered owner thereof in
appropriate amounts. DTC may determine to discontinue providing
its services with respect to the 1993 Bonds at any time by giving
notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. Under
such circumstances (if there is no successor securities
depository), the City and the Registrar shall be obligated to
deliver 1993 Bonds as described in this Resolution. In the event
1993 Bonds are issued to any registered owner other than DTC, the
provisions of this Resolution shall apply to, among other things,
LA01 \6190\4801.7 32 94601.20
the transfer and exchange of such 1993 Bonds and the method of
payment of principal, premium, if any, and interest on such 1993
Bonds. Whenever DTC requests the City and the Registrar to do so,
the Registrar and the City will cooperate with DTC in taking
appropriate action after reasonable notice (a) to make available
one or more separate bonds evidencing the 1993 Bonds to any
Participant having 1993 Bonds credited to its DTC account or (b) to
arrange for another securities depository to maintain custody of
bonds evidencing the 1993 Bonds.
(d) In connection with any notice or other communication
to be provided to registered owners of 1993 Bonds pursuant to this
Resolution by the Registrar with respect to any consent or other
action to be taken by registered owners of 1993 Bonds so long as
any 1993 Bond is registered in the name of Cede & Co., as nominee
of DTC, the Registrar shall establish a record date for such
consent or other action and give DTC notice of such record date not
less than 15 calendar days in advance of such record date to the
extent possible.
SECTION ZS. Authorization of Escrow Agreement. The
City Council hereby approves the Escrow Agreement, dated as of May
1, 1993, relating to the defeasance of the Refunded Bonds, by and
between the City and the Escrow Agent in the form presented to this
meeting, with such changes as the Manager shall approve (such
approval to be conclusively evidenced by the execution of such
Agreement). The city Council hereby creates the escrow account or
escrow accounts provided for in such Escrow Agreement, such account
or accounts to be held and applied in accordance with the Escrow
Agreement.
The City Council hereby authorizes the Mayor, the City
Manager, the City Treasurer, the Public Utilities General Manager,
the Public Utilities Financial Services Manager, and the City Clerk
to execute the Escrow Agreement on behalf of the City and to
deliver the Escrow Agreement to the proper officials of the Escrow
Agent.
SECTION 29. Appointment of Paying Agent. The City
Council hereby appoints The Bank of New York Trust Company of
California, in Los Angeles, California, as paying agent of the city
for the Bonds.
SECTION 30. Further Action. The Mayor, city Manager,
the Public Utilities General Manager, the Public Utilities
Financial Services Manager, the City Clerk, the City Attorney and
the City Treasurer and the other officers and officials of the City
are authorized and directed, jointly and severally, to do any and
all things and to execute and deliver any and all documents which
they may deem necessary and advisable to consummate the
transactions contemplated by this Resolution and otherwise
necessary to complete the sale of the 1993 Bonds and the
LA01 \6190~801.7 33 94~1.20
application of the proceeds of sale of the 1993 Bonds as described
in the Official Statement relating to the 1993 Bonds, and such
actions previously taken by such officers are hereby ratified and
confirmed.
SECTION 31. Resolution Constitutes Contract; Certain
Amendments, etc. (a) The provisions of this Resolution shall
constitute a contract between the City and the bondowners and the
provisions hereof shall be enforceable by any bondowner for the
equal benefit and protection of all bondowners similarly situated
by mandamus, accounting, mandatory injunction or any other suit,
action or proceeding at law or in equity that is now or may
hereafter be authorized under the laws of the State of California
in any court of competent jurisdiction. Said contract is made
under and is to be construed in accordance with the laws of the
State of California.
(b) No remedy conferred hereby upon any bondowner is
intended to be exclusive of any other remedy, but each such remedy
is cumulative and in addition to every other remedy and may be
exercised without exhausting and without regard to any other remedy
conferred by the Charter, Ordinance No. 2933 or any law of the
State of California. No waiver of any default or breach of duty or
contract by any bondowner shall affect any subsequent default or
breach of duty or contract or shall impair any rights or remedies
on said subsequent default or breach. No delay or omission of any
bondowner to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed as a
waiver of any such default or acquiescence therein. Every
substantive right and every remedy conferred upon the bondowners
may be enforced and exercised as often as may be deemed expedient.
In case any suit, action or proceeding to enforce any right or
exercise any remedy shall be brought or taken and the bondowner
shall prevail, said bondowner shall be entitled to receive from the
Water Enterprise Fund reimbursement for reasonable costs, expenses,
outlays and attorneys' fees and should said suit, action or
proceeding be abandoned, or be determined adversely to the
bondowners then, and in every such case, the City and the
bondowners shall be restored to their former positions, rights and
remedies as if such suit, action or proceeding had not been brought
or taken.
(c) Prior to the issuance of any 1993 Bonds under this
Resolution, any provision of this Resolution and the rights and
obligations of the city and of the owners of the 1993 Bonds may be
modified or amended in any respect without the consent of any
person, upon the adoption by the City of one or more supplemental
resolutions.
(d) After the issuance and delivery of the 1993 Bonds,
the provisions of this Resolution shall be irrepealable, but shall
be subject to modification, waiver and amendment to the extent and
LA01 \6190\4801.7 34 ~I.ZO
in the manner provided in this Resolution, but to no greater extent
and in no other manner. For any one or more of the following
purposes and at any time or from time to time, a supplemental
resolution may be executed and delivered by the City which shall be
fully effective in accordance with its terms:
(1) To close the Resolution against, or provide
limitations and restrictions in addition to the limitations
and restrictions contained in the Resolution on, the
authentication and delivery of Parity Bonds or the issuance of
other evidences of indebtedness; or
(2) To add to the covenants and agreements of the City in
the Resolution, other covenants and agreements to.be observed
by the City which are not contraryto or inconsistent with the
Resolution as theretofore in effect; or
(3) To add to the limitations and restrictions in the
Resolution, other limitations and restrictions to be observed
by the City which are not contrary to or inconsistent with the
Resolution as theretofore in effect; or
(4) To confirm, as further assurance, the pledge created
under the Resolution; or
(5) To modify any of the provisions of the Resolution in
any other respect whatsoever, provided that (i) no 1993 Bonds
shall be Outstanding at the date of the adoption of such
supplemental resolution or (ii) such modification shall be,
and be expressed to be, effective only after all 1993 Bonds
outstanding at the date of the adoption of such supplemental
resolution shall cease to be outstanding; or
(6) To cure any ambiguity, supply any omission, or cure
or correct any defect or inconsistent provision in the
Resolution; or
(7) To insert such provisions clarifying matters or
questions arising under the Resolution as are necessary or
desirable and are not contrary to or inconsistent with the
Resolution as theretofore in effect.
S~C~ION 3Z. Defeasance. All or any portion of the 1993
Bonds shall no longer be deemed to be outstanding and unpaid if the
City shall have made adequate provision for the payment, in
accordance with the 1993 Bonds and this Resolution, of the
principal, interest and premium if any, to become due thereon at
maturity or upon call and redemption prior to maturity. Such
provision shall be deemed to be adequate if the City shall have
irrevocably set aside, in a special trust fund or account, moneys
which when added to the interest earned or to be earned from the
investment or deposit thereof shall be sufficient to make said
LA01 \6190\4801.7 3 5 94~1.20
payments as they become due.' Moneys so set aside may be invested
in any direct obligations of, or obligations guaranteed by, the
United States of America, in which the City may lawfully invest its
money.
BECTION 33. Future contraots. Nothing herein contained
shall be deemed to restrict or prohibit the city from making
contracts or creating bonded or other indebtedness payable from the
general fund of the City or from taxes or any source other than the
Revenues of the Enterprise, and from and after the sale of the 1993
Bonds the general fund of the City shall not include the Revenues
of the Enterprise and no contract or other obligation payable from
the general fund of the city shall be payable from the Revenues of
the Enterprise, except as provided herein.
SECTION 34. Unclaimed Moneys. Moneys held by the
Registrar or otherwise for the payment and discharge of the
principal or interest with respect to any of the 1993 Bonds which
remain unclaimed for one (1) year after the date when the payment
shall have become due and payable, shall, at the written request of
the City be repaid by the Registrar to the city, as its absolute
property and free from trust, and the Registrar shall thereupon be
released and discharged with respect thereto and the Owner shall
look only to the City for the payment of such principal or
interest; provided, however, that before making any such payment to
the City, the Registrar shall, at the e~pense of the city, cause to
be published at least twice, at an interval of not less than seven
(7) days between publication, in an Authorized Newspaper, a notice
that said moneys remain unclaimed and that, after a date named in
said notice, which date shall not be less than thirty (30) days
after the date of the first publication of such notice, the balance
of such moneys then unclaimed will be returned to the City.
SECTION 35. Severability. If any provision, or any
portion thereof, contained in this Resolution, or the application
thereof to any person or circumstance is held to be
unconstitutional, invalid or unenforceable, the remainder of this
Resolution and the application of any such provision, or portion
thereof, to other persons or circumstances shall be deemed
severable and shall not be affected thereby, and this Resolution
and the 1993 Bonds shall remain valid and the bondowners shall
retain all valid rights and benefits accorded to them under this
Resolution, the City Charter and the Constitution and laws of the
State of California.
SECTION 36. Official Statement. The Manager is hereby
authorized to approve an Official Statement relating to the 1993
Bonds (such approval to be evidenced by the execution and delivery
thereof) (the "Official Statement"), and the City Council hereby
approves the use of the Official Statement by the successful bidder
in connection with the offering and sale of the 1993 Bonds, and the
City Council hereby further approves the use by the successful
LA01 \6190\4801.7 3 6 ~1,20
bidder of any supplement or amendment to the final official
Statement which is necessary so that the final official Statement
does not include any untrue Statement of a material fact and does
not omit to state a material fact necessary to make the statements
therein not misleading. The Mayor, the City Manager and the Public
Utilities General Manager are hereby authorized and directed to
execute the final official Statement and any amendment or
supplement thereto, in the name and on behalf of the City, and
thereupon to cause the final official Statement and any such
amendment or supplement to be delivered to the successful bidder.
SECTION 3?. Bubstitutes. The Mayor Pro-Tempore, any
Deputy City Clerk, and any duly authorized substitute for the
Finance Director or the Treasurer, may act in the place and stead
of the Mayor, the City Clerk, the Finance Director and the
Treasurer, respectively, in the performance of any and all things
authorized or provided for in this Resolution, including the
signing of the 1993 Bonds.
LA01 \6190\4801.7 37
SECTION 38. Effective Date. This Resolution shall take
effect i~ediately.
~PTED, SIG~D ~ APPRO~D this 4th day of
May , 1993.
[SEAL]
Atto%:
: · City Clerk
LA01 \~1e0\4801. ? 38
C~RK
STATE OF CALIFO~IA )
COUNTY OF ORANGE ) ss.
CITY OF ~EIM )
I, , City Clerk of the city of Anaheim, do hereby
certify that the foregoing Resolution No. 93R- 7~ was introduced
and adopted at a regular meeting provided by law, of the City
Council of the City of Anaheim held on the 4th day of
May , 1993, by the following vote of the me~ers thereof:
AYES: COUNCIL MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
~D I ~RTHER certify that the Mayor of the City of Anaheim signed
said Resolution No. 93R- 71 on the 4th day of
May , 1993.
IN WITNESS ~EREOF, I have hereunto set my hand and affixed the
seal of the City of Anaheim this 5th day of ~¥ , 1993.
CITY C~RK OF THE CITY OF
I, Leonora N. Sohl , City clerk of the City of Anaheim, do hereby
certify that the foregoing is the original of Resolution Mo.
93R-71 duly passed and adopted by the Anaheim City Council on
~y 4 , 1993.
CITY C~RK OF THE CITY OF
LA01 \6190\4801.? 39 94601.Z0
EXHIBIT A
[BOND FORM]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
WATER REVENUE BOND; 1993 SERIES
No. -
Interest Rate: Maturity Date: Dated Date: CUSIP:
The CITY OF ANAHEIM, a municipal corporation situated in
the County of Orange, State of California (the "City"), FOR VALUE
RECEIVED, hereby promises to pay, solely from the Water Enterprise
Fund, as hereinafter provided, to or registered assigns,
on the Maturity Date stated hereon, or upon redemption hereof in
accordance with the Resolution, upon presentation and surrender of
this bond, the sum of DOLLARS, with interest thereon at
the Interest Rate per annum stated hereon, payable semiannually on
the first day of October and April of each and every year,
commencing October 1, 1993, until the City's obligation with
respect to the payment of such principal sum shall be discharged.
Such interest shall be payable from the most recent interest
payment date next preceding the date hereof to which interest has
been paid, unless the date hereof is an October 1 or April 1 to
which interest has been paid, in which case from the date hereof,
or unless the date hereof is on or prior to , 1993, in which
case from the dated date of the 1993 Bonds, Or unless the date
hereof is between a record date and the next succeeding interest
payment date, in which case from such interest payment date;
provided, further, that if, as shown by the records of the
Registrar, interest on the 1993 Bonds shall be in default, 1993
Bonds issued in exchange for 1993 Bonds surrendered for transfer or
exchange shall bear interest from the interest payment date to
which interest has been paid in full on the 1993 Bonds surrendered
or if no interest has been paid, their dated date.
The terms and provisions of this bond and definitions of
certain terms used herein may be continued on the following pages
of this bond and such continued terms and provisions and
definitions shall for all purposes have the same effect as though
fully set forth on the first page of the bond.
This bond shall be negotiable, subject with respect to
transfer to the provisions for registration set forth on the
following pages and in the Resolution.
LA01 \6190\4801.7 A-1 9/+601.20
It is hereby certified and recited that any and all acts,
conditions and things required to exist, to happen and to be
performed precedent to and in the incurring of the indebtedness
evidenced by this bond and in issuance of this bond exist, have
happened, and have been performed in due time, form and manner as
required by the Constitution and laws of the State of California
and the City Charter and that this bond, together with all other
indebtedness of the City pertaining to the City's water system, is
within every debt and other limit prescribed by the Constitution
and laws of the State of California and the City Charter.
This bond shall not be entitled to any benefit under the
Resolution or be valid or become obligatory for any purpose until
this note shall have been authenticated by the execution by the
Registrar of the Registrar's Certificate of Authentication hereon.
IN WITNESS WHEREOF, the city of Anaheim has caused this
bond to be signed by the Mayor and the City Treasurer of the City
by their facsimile signatures, countersigned by the City Clerk of
said city by her facsimile signature, and sealed with the corporate
seal of the City.
COUNTERSIGNED:
City Clerk Ci
(SEAL)
LA01 \6190\~801.7 A-2 94601.:'0
[FORM OF CERTIFICATE OF AUTHENTICATION ON ALL BONDS]
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds delivered pursuant to the
within-mentioned Resolution.
Registrar
By:
Authorized Officer
Date of Authentication
and Registration:
LA01 \6190\/,,801.? A-3 9/,,601.20
[REVERSE OF BOND]
Both principal of and interest on this bond are payable
in lawful money of the United States of America. Except as
otherwise provided in the Resolution, the principal on this bond
and any premium upon the redemption hereof are payable at the
principal corporate trust office of , in
, or, at any other paying agent which has
been selected (in its sole discretion) by the City in New York, New
York. Except as otherwise provided in the Resolution, interest on
this bond shall be payable by check or draft mailed to the
registered owner on the registration records maintained by the
Registrar, determined as of the close of business on the 15th day
of the calendar month whether or not a business day immediately
preceding an interest payment date (including the date on which the
principal of a Bond is to be paid).
This bond is one of a duly authorized issue of bonds of
the city designated "Water Revenue Bonds, 1993 Series" (the "1993
Bonds"), all of which have been issued pursuant to Section 1210 of
the City Charter and Ordinance No. 2933, as amended, of the City
Council (the "Ordinance"), for the purpose of financing the cost of
the acquisition and construction of additions to and improvements
of the City's water system, and the creation of said issue and the
terms and conditions of the 1993 Bonds are provided for by the
resolution of the city Council authorizing the 1993 Bonds adopted
, 1993, designated Resolution No. 93R-__ (the
"Resolution"), and this reference incorporates the Resolution and
Section 1210 of the City Charter and the Ordinance, and by
acceptance hereof the owner of this bond assents to said terms and
conditions. The Resolution is adopted under, and this bond, is
issued under and, is to be construed in accordance with, the City
Charter, the Ordinance and the laws of the State of California.
This bond and the interest and ·any premium upon the
redemption hereof are not a debt of the City, nor a legal or
equitable pledge, charge, lien or encumbrance upon any of its
property or upon any of its income, receipts, or revenues, except
the Net Revenues (as defined in the Resolution) of the City's water
system pledged to its payment, and the principal of and the
interest on this bond are payable solely from the Net Revenues of
the city's water system pledged to its payment and said City is not
obligated to pay such principal, interest and premium except from
said Net Revenues. The Water Enterprise Fund is established under
and pursuant to Section 1210 of the City Charter, the Ordinance and
the Resolution, and under the provisions of the Resolution the
Revenues of the city's water system are required to be deposited to
the credit of the Water Enterprise Fund and used only for the
purposes authorized by the Resolution, including the payment of
principal and interest of the 1993 Bonds.
LA01 \6190\4801.7 ~--4 9/,,601.~0
By the terms of Section 1210 of the City Charter and the
Ordinance and by covenant expressed in the Resolution, the City is
obligated to prescribe, revise and collect charges for the services
and facilities of the water system of the City such as to provide
revenues sufficient to pay the interest on and principal of the
1993 Bonds as they become due and payable in addition to all other
payments required for compliance with the Resolution and the
necessary and reasonable maintenance and operation costs of the
City's water system, is prohibited from issuing bonds having any
priority with respect to payment from the Revenues of the City's
water system, and is subject to conditions with respect to any sale
of said water system. In the manner provided in the Resolution,
any or all of the obligations referred to in this paragraph and
certain other obligations mentioned in the Resolution may be waived
with the consent of the owners of a majority in aggregate principal
amount of the outstanding 1993 Bonds, exclusive of issuer-owned
bonds.
If this bond matures on or after , __ it is
redeemable in the manner and subject to the terms and provisions,
and with the effect, set forth in the Resolution referred to on the
first page of this bond, at the option of the City, on and after
, in whole at any time or in part on any interest
payment date. Notice of such redemption shall be mailed first-
class, postage prepaid to the owner of record of this bond as of
the date of such notice, which shall be at least 30 days prior to
the date fixed for redemption. Such redemption shall occur at the
redemption prices, expressed as a percentage of the principal
amount, together with accrued interest to the date of redemption as
set forth in the Manager's Determination Certificate.
The 1993 Bonds are issuable in the form of registered
1993 Bonds without coupons in the denominations of $5,000 or any
integral multiple of $5,000. The owner of any 1993 Bond or 1993
Bonds may surrender the same (together with a written instrument of
transfer satisfactory to the Registrar duly executed by the
registered owner or his duly authorized attorney) at the principal
corporate trust office of
in , , or, at
any other paying agent which has been selected (in its sole
discretion) by the City in exchange for an equal aggregate
principal amount of registered 1993 Bonds of any other authorized
denominations. Such exchanges shall be in the manner, subject to
the conditions and upon the payment of the charges provided in the
Resolution.
This bond is transferable, as provided in the Resolution,
only upon the books of the City kept for that purpose at the
above-mentioned principal corporate trust office ·of
in ,
, or, at any other paying agent which has been selected
(in its sole discretion) by the City, by the registered owner
LA01 \6190\4801.7 A-5 94601.20
hereof in person, or by his duly authorized attorney, upon
surrender of this bond together with a written instrument of
transfer satisfactory to the Registrar duly executed by the
registered owner or his duly authorized attorney, and thereupon a
new registered bond or bonds of this series, without coupons and in
the same aggregate principal amount, shall be issued to the
transferee in exchange therefor as provided in the Resolution, and
upon payment of the charges therein prescribed. The City, the
Registrar and the paying agents of the City may deem and treat the
person in whose name this bond is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of,
the principal and interest due hereon and for all other purposes.
LA01 \6190\4801 .? A-6 94601.20
EXHIBIT B
FORM OF M/%NAGER'S
DETERMINATION CERTIFICATE
I, , [Public Utilities General Manager or
Public Utilities Financial Services Manager] of the City of Anaheim
(the "City") do hereby certify that the principal amount of the
Water Revenue Bonds, 1993 Series (the "Bonds") for each year of
maturity, and the respective interest rates with respect to the
Bonds, are set forth below:
Principal
October 1 Amounts Interest Rate
$ %
Dated Date:
Serial 1993 Bonds:
Year Principal Amount
$
Ter~ 1993 Bonds:
Year Principal Amount
$
Sinking Account
Redemption Date Sinking Account
(October 1) Principal Amount
$
(final maturity)
LA01 \6190\4801.7 B-1 9~,601.~0
Refunded Bonds:
All capitalized terms employed herein which are not
defined herein shall have the same meanings as in Resolution No.
93R- of the City, adopted , 1993.
Dated: , 1993
By:
[Public Utilities General
Manager or Public Utilities
Financial Services Manager]
L,~01 \6190\4801.? B-2 ~.601.Z0
CITY OF i~NAHEIN
RESOLUTION NO. 93R-~0
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AN/%HEIM, CALIFORNIA, AUTHORIZING THE ISSUi~,NCE OF
NOT TO EXCEED $71,000,000 PRINCIPAL ~I~J(OUNT OF
ELECTRIC REVENUE BONDS, ISEUE OF 1993v OF THE
CITY~ PROVIDING THE TERMS AND CONDITIONS FOR THE
ISSUANCE OF SUCH BONDS~ ~PPROVING THE EXECUTION
AND DELIVERY OF AN ESCROW ~GREEMENT IN CONNECTION
THEREWITH~ i~ND ~UTHORIZlNG OFFICERS OF THE CITY TO
DO ~LL THINGS NECESSARY OR~.DVISL~BLE THEREFOR
ADOPTED: May 4 , 1993
LA01 \1080\5028,9 9/+~1.3
TABLE OF CONTENTS
SECTION P&qe
SECTION 1. Definitions 5
SECTION 2. Equality of Bonds, Pledge of Revenues 8
SECTION 3. Purpose of Bonds. 9
SECTION 4. Special Obligations; No General City Liability 9
SECTION 5. Description of Bonds 9
SECTION 6. Place of Payment 10
SECTION 7. Execution and Authorization of Bonds 10
SECTION 8. Registration and Transfer 11
SECTION 9. Redemption of Bonds 12
SECTION 10. Funds and Accounts 12
SECTION 11. Disposition of Bond Proceeds and Certain Available
Moneys 14
SECTION 12. Revenue Account 15
SECTION 13. Bond Service Account; Sinking Account 15
SECTION 14. M&O Account 17
SECTION 15. Reserve Fund 17
SECTION 16. R&R Account 18
SECTION 17. Surplus Revenue Fund . 18
SECTION 18. Investments 19
SECTION 19. Warranty 19
SECTION 20. Covenants 19
Covenant 1. Punctual Payment 19
Covenant 2. Discharge Claims . 20
Covenant 3. Operate Enterprise in f;i;i;n and
Economical Manner . 20
Covenant 4. Against Sale, Eminent Domain, Existing'and
Future Agreements . 20
Covenant 5. Insurance . 21
TABLE OF CONTENTS cont...
SECTION PAGE
Covenant 6. Records and Accounts 21
Covenant 7. Collection of Charges . 21
Covenant 8. Rates and Charges ...... 22
Covenant 9. No Priority for Additional Indebtedness 22
Covenant 10. Limits on Parity Bonds 23
Covenant 11. Tax Covenant 24
SECTION 21. Lost, Stolen, Destroyed, or Mutilated Bonds 24
SECTION 23. Consent of Bondowners 25
SECTION 24. Bond Form 28
SECTION 25. Temporary Bonds 28
SECTION 26. Book-Entry Format 28
SECTION 27. Authorization of Escrow Agreement 30
SECTION 28. Appointment of Paying Agent. 30
SECTION 29. Further Action. 31
SECTION 30. Resolution Constitutes Contract 31
SECTION 31. Defeasance . 33
SECTION 32. Future Contracts . 33
SECTION 33. Unclaimed Moneys . 33
SECTION 34. Severability . 33
SECTION 35. official Statement 34
SECTION 36. Substitutes 34
SECTION 37. Effective Date . 34
EXHIBIT A BOND FORM . A-1
EXHIBIT B FORM OF MANAGER'S DETERMINATION CERTIFICATE B-1
LA01 \1080\5028.9 ii 9/.601.3