93-070 CITY OF ~qHHEIM RESOLUTZON NO. 93R- ~
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM,
CALIFOl~NIA~ HUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$71~000~000 PRINCIPHL ANOUNT OF ELECTRIC REVENUE BONDS~
ISSUE OF 1993, OF THE CITY; PROVIDING THE TEI~MS HND
CONDITIONS FOR THE ISSUANCE OF SUCH BONDS; APPROVING THE
EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT IN
CONNECTION THEREWITH; ~ AUTHORIZING OFFICERS OF THE
CITY TO DO HLL THINGS NECESSANY OR HDVISABLE 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 owners 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
LA01 \1080\5028.9 94601 .:3
special fund was established until the purpose of its
establishment shall have been fully accomplished.
Notwithstanding the foregoing, the City may sell and
issue at any time and from time to time revenue bond
anticipation notes (including renewal revenue bond
anticipation notes) in anticipation of the revenue bonds
authorized by the voters on June 2, 1981; provided that
the aggregate principal amount of such revenue bond
anticipation notes and revenue bonds outstanding in
accordance with their terms at any one time shall not
exceed $92 million. Such revenue bond anticipation notes
may be sold, issued and secured in such manner and
subject to such terms and conditions as the City Council
may prescribe by ordinance; provided that such revenue
bond anticipation notes shall not constitute an
indebtedness or general obligation of the City of Anaheim
and are not to be secured by the taxing power of said
City; and
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 bonds in anticipation of
which such electric revenue bond anticipation notes and
the electric revenue bond anticipation notes were issued
outstanding in accordance with their tel-ms 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
LA01 \1080\5028.9 2 9&~1.3
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 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~AS, Ordinance No. 2980 of the City Council, as
amended by Ordinance No. 4158 and by Ordinance No. 4328,
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 electric revenue bonds as provided for in Section 1210; and
W~ER~AS, pursuant to Section 1210, Ordinance No. 2980 and
Resolution No. 74R-615 of the city Council, a special municipal
election was held in the city on March 4, 1975, for the purpose of
submitting to the qualified voters of the City the following
proposition:
"In order to provide more economical electrical
service, shall the City of Anaheim be authorized to
finance the construction and acquisition of facilities,
property and rights related to the generation,
transmission and distribution of electrical energy by
issuing revenue bonds, not payable from property taxes,
in an amount not to exceed 150 Million Dollars?"; and
W~R~AS, said proposition (the "1975 Proposition") was
approved by the votes of more than a majority of all the voters
voting on the 1975 Proposition at said special municipal election;
and
W~R~AS, of said authorized amount of $150,000,000, the
City has heretofore issued $6,000,000 electric revenue bonds
designated "Electric Revenue Bonds, Issue of 1976, "$12,500,000
electric revenue bonds designated "Electric Revenue Bonds, Second
Issue (Subordinated) of 1976," $84,000,000 electric revenue bonds
designated "Electric Revenue Bonds, Issue of 1980," $18,000,000
electric revenue bonds designated "Electric Revenue Bonds, Issue A
of 1982," $10,000,000 electric revenue bonds designated "Electric
Revenue Bonds, Issue A of 1983" and $4,400,000 electric revenue
bonds designated "Electric Revenue Bonds, Issue of 1991"; and
LA01 \1080\50~8.9 3 94601.3
WHEREAS, 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 refunding bonds in such Fiscal year is compared to
the principal and interest 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
WHEREAS, Ordinance No. 4414 of the City Council, as
amended by Ordinance No. 4771, incorporating, among other things,
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 refunding
electric revenue bonds as provided for in Section 1210.1; and
WHEREAS, this City Council deems it necessary to issue
for the purposes hereinafter set forth, not to exceed $71,000,000
principal amount of electric refunding revenue bonds pursuant to
Section 1210.1 and Section 1210, to be designated "Electric Revenue
Bonds, Issue of 1993" (the "Bonds"); and the Bonds, shall be on a
parity with the City's outstanding Electric Revenue Bonds, Issue of
1976, Electric Revenue Bonds, Issue A of 1983, Electric Revenue
Bonds, Issue B of 1983, Electric Revenue Bonds, Issue C of 1983,
Electric Revenue Bonds, Issue of 1986, Electric Revenue Bonds,
Second Issue of 1986, Electric Revenue Bonds, Issue of 1991 and any
other parity electric revenue bonds which may be issued in the
future by the City; and
LA01 \1080\5028.9 4 94601.3
WHEREAS, 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 Bonds;
NOW, THHREFORE, the City Council of the City of Anaheim,
California, DOES HEREBY RESOLVE, DETERMINE ~%ND ORDER as follows:
SECTION 1. Definitions. As used in this Resolution:
"Annual Debt Service" as computed from time to time under
Covenant 10 of Section 20 hereof with respect to any Fiscal Year
means the amount of principal (including required payments into any
sinking account established for any Parity Bonds) and interest
which will become due and payable or will accrue in such Fiscal
Year on outstanding Bonds and Parity Bonds.
"Authorized Inves%ments" 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.
"Bonds" means the electric revenue bonds to be designated
"Electric Revenue Bonds, Issue of 1993" issued under this
Resolution.
"City" means the City of Anaheim, California.
"city Council" means the City Council of the city.
"Code" means the Internal Revenue Code of 1986, as
amended.
"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 Bonds.
"Enterprise" means the entire electric system of the
City, including all improvements and extensions 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.
LA01 \1080\50::'8.9 5 94601.3
"Escrow Agreement" means the Escrow Agreement executed
and delivered pursuant to Section 27 hereof, as amended and
supplemented from time to time.
"Finance Director" means the Finance Director of the
city.
"First 1986 Bonds" means the Electric Revenue Bonds,
Issue of 1986 referred to in the recitals hereof.
"Fiscal Agent" means the fiscal agent under the 1972 Bond
Resolution.
"Fiscal Year" means the year period beginning on July 1
and ending on the next following June 30.
"Gross Revenues" means all rates, fees and charges for
providing electric service to persons and real property and all
other fees, rents and charges and other income derived by the City,
from the ownership, operation, use or services of the Enterprise.
"Information Services" means Financial Information,
Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th
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 Bonds, in
substantially the form attached hereto as Exhibit B.
"Maintenance and Operation Expenses" means the reasonable
and necessary current expenses of maintaining, repairing and
operating the Enterprise, including City administrative expenses
directly attributable to electric system functions, but excluding
depreciation, interest and amortization, all computed in accordance
with sound accounting principles and consistent with existing
accounting practices of the City.
"Maximum Annual Debt Service" as computed from time to
time under Section 15 and Covenant 10 of Section 20 hereof means
the largest of the sums obtained for the Fiscal Year of computation
LA01%1080%5028.9 6 94601.3
or any Fiscal Year thereafter by totalling the following for each
such Fiscal Year:
(1) The principal amount of all Bonds and serial Parity
Bonds payable in such Fiscal Year and outstanding at the
date of such computation;
(2) The minimum sinking account payments, if any,
payable in such Fiscal Year with respect to 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 Bonds and
Parity Bonds which would be outstanding in such Fiscal
Year if the Bonds and serial Parity Bonds outstanding on
the date of such computation are retired as they mature
and if term Parity Bonds outstanding on the date of such
computation, if any, are retired as scheduled in the
Parity Bond Resolution providing for the issuance of such
term Parity Bonds.
"Net Revenues" of the Enterprise means the amount of the
Gross Revenues less the Maintenance and Operation Expenses.
"1972 Bond Resolution" means Resolution No. 72R-83 of the
City Council, adopted March 14, 1972, authorizing the issuance of
the 1972 Bonds.
"1976 Bond Resolution" means Resolution No. 76R-149 of
the City Council, adopted March 30, 1976, authorizing the issuance
of the 1976 Bonds.
"1976 Bonds" means the Electric Revenue Bonds, Issue of
1976 referred to in the recitals hereof.
"1980 Bonds" means the Electric Revenue Bonds, Issue of
1980 referred to in the recitals hereof.
"1983 Bonds" means the Electric Revenue Bonds, Issue A of
1983, the Electric Revenu9 Bonds, Issue B of 1983 and the Electric
Revenue Bonds, Issue C of 1983, referred to in the recitals hereof.
"1991 Bonds" means the Electric Revenue Bonds, Issue of
1991 referred to in the recitals hereof.
"Ordinance No. 4414" means Ordinance No. 4414 of the City
Council, adopted on April 26, 1983, as amended by Ordinance No.
4771 of the City Council adopted on October 28, 1986.
"Parity Bonds" means the outstanding 1976 Bonds, 1983
Bonds, First 1986 Bonds, Second 1986 Bonds, 1991 Bonds and any
~o~ \~o8o\~o~8.~ 7 ~.~
other revenue bonds, revenue notes or other similar evidences of
indebtedness heretofore or hereafter issued for the acquisition,
construction and financing of extensions of, additions to, repairs
and replacements to, renewals of, and improvements of the
Enterprise, payable out of the revenues and which, as provided in
this Resolution, rank on a parity with the Bonds.
"Parity Bond Resolution" means any resolution authorizing
the issuance of Parity Bonds.
"Refunded Bonds" means the City's electric 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.
"Resolution" means this Resolution No. 93R- of the
City Council.
"Second 1986 Bonds" means the Electric Revenue Bonds,
Issue of 1986 referred to in the recitals hereof.
"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 Dep~rtment, Dex-(215)
496-5058; or, in 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.
BECTION 2. Equality of Bonds, Pledge of Revenues.
Pursuant to Section 1210 and Section 1210.1 of the City Charter,
Ordinance No. 4414 and this Resolution, the Bends and all Parity
Bonds outstanding shall be equally secured by a pledge, charge and
lien upon the Gross Revenues of the Enterprise without priority for
number, date of bonds, date of sale, date of execution, or date of
delivery, and the payment of the interest on and principal of the
Bonds and all Parity Bonds outstanding 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 Gross Revenues of the
LA01 \1050\5028.9 8 9~1.3
Enterprise, and all of the Gross Revenues of the Enterprise are
hereby pledged, charged and assigned for the security of the Bonds
and all Parity Bonds, and such Gross Revenues of the Enterprise are
hereby pledged, charged and assigned for the security of the Bonds
and all Parity Bonds, and such Gross Revenues and any interest
earned on the Gross Revenues shall constitute a trust fund for the
security and payment of the interest on and principal of the Bonds
and all Parity Bonds and so long as any of the Bonds and all Parity
Bonds outstanding or interest thereon are unpaid, the Gross
Revenues and interest thereon shall not be used for any other
purpose, except as permitted by this Resolution and any Parity Bond
Resolutions, and shall be held in trust for the benefit 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 Resolutions.
Nothing in this Resolution shall preclude: (a) the
payment of the 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
Surplus Revenue Fund pursuant to Section 17 hereof.
SECTION 3. Purpose of Bonds. Under and pursuant to
Section 1210.1 of the City Charter and Ordinance No. 4414 and in
accordance with the authorizations stated in the recitals hereof,
the Bonds shall be issued for the purposed of advance refunding the
Refunded Bonds, including the payment of costs and expenses
incidental thereto.
SECTION 4. Special Obligations; NO General city
Liability. The Bonds shall be special obligations of the City and
shall be payable as to the principal thereof and interest thereon
solely from the Gross Revenues. The general fund of the City is
not liable for the payment of the Bonds or their interest, nor is
the credit or taxing power of the City pledged for the payment of
the Bonds or their interest. The owners of the 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 Bonds 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 Gross Revenues.
SECTION 5. Description of Bonds. The Bonds shall all be
in the denomination of $5,000, or any integral multiple of $5,000,
and the Bonds shall each be numbered consecutively from 1 upwards.
The Bonds shall be designated "ELECTRIC REVENUE BONDS, ISSUE of
1993" and shall be payable on October 1 in each year of maturity in
the amounts for each of the several years, and shall bear interest
LA01 \1080\5028.9 9 ~1.3
payable semi-annually on the first days of April and October of
each year, commencing October 1, 1993 as set forth in the Manager's
Determination Certificate. The 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 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 Bonds.
Each Bond shall bear interest from the interest payment date next
preceding the date of its authentication, unless such Bond is
authenticated on an interest payment date, in which event from such
interest payment date, or unless such 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 Bond shall bear
interest from such interest payment date; provided, however, that
if the date of authentication of any Bond shall be prior to the
fifteenth day prior to the first interest payment date, such Bond
shall bear interest from the dated date of the Bonds (set forth in
the Manager's Determination Certificate); provided, further, that
if, as shown by the records of the Registrar, interest on the Bonds
shall be in default, Bonds issued in exchange for Bonds surrendered
for transfer or exchange shall bear interest from the interest
payment date to which interest has been paid in full on the Bonds
surrendered or if no interest has been paid, from their dated date.
Interest shall be calculated on the basis of a 360 day year of 12
30-day months.
SECTION $. Plsce of Payment. If at the maturity date of
any Bond, funds are available for the payment thereof in full
accordance with the terms of this Resolution, said Bonds shall then
cease to bear interest. The principal of the Bonds and the
interest thereon shall be payable in lawful money of the United
States of America. Subject to the provisions of Section 26 hereof,
the principal of the Bonds shall be payable at the principal
corporate trust office of the Registrar in Los Angeles, California,
or at the option of the owner, at any other paying agent (if any)
designated by the City. Subject to the provisions of Section 26,
the interest on the 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 Bond is to be paid).
SECTION 7. Execution and Authori~ation of Bonds. The
Mayor of the City and Treasurer are hereby authorized and directed
to sign the Bonds by their facsimile signatures, and the City Clerk
LA01 \1080\5028.9 10 94~1.3
of the City is hereby authorized and directed to countersign the
Bonds by his or her facsimile signature and to affix thereto or
otherwise reproduce thereon the corporate seal of the City.
The Bonds shall bear thereon a certificate of authenti-
cation, in substantially the form set forth in Exhibit A of this
Resolution, executed manually by the Registrar. Only such Bonds as
shall bear thereon such certificate of authentication shall be
entitled to any right or benefit under this Resolution and no 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 Bond executed on behalf
of the City shall be conclusive evidence that the 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.
SECTION 8. Registration and Transfer. The Bonds shall
be issued in fully registered form. The 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 or her 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 or her duly authorized attorney.
Upon the transfer of any such registered Bond, the Registrar shall
issue in the name of the transferee a new registered Bond or Bonds
of the same aggregate principal amount and maturity as the
surrendered Bond. The Registrar may, with the concurrence of the
city, designate an additional office where transfer of registered
Bonds may be effected by the Registrar provided in this Section.
The City, the Registrar and each paying agent may deem
and treat the person in whose name any Bond shall be registered
upon the books of the city as the absolute owner of such Bond,
whether such Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal of and
interest on such Bond and for all other purposes, and all such
payments so made to any such registered owner or upon his or her
order shall be valid and effectual to satisfy and discharge the
liability upon such 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 Bonds
or transferring registered Bonds is exercised, the Registrar shall
authenticate and deliver Bonds in accordance with the provisions of
LA01%1080%5028.9 11 ~1.3
this Resolution. All 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 Bonds, whether temporary or
definitive, the City or the Registrar may take 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.
SECTION 9. Redemption of Bonds. The Bonds are not
subject to redemption prior to maturity.
SECTION 10. Funds and Accounts. A. The Treasurer shall
continue to maintain or cause to be maintained the following funds
and accounts in the Electric Revenue Fund, heretofore created under
the 1972 Bond Resolution,' the 1976 Bond Resolution and Resolution
No. 76R-276 of the City Council and pursuant to Section 1210 of the
City Charter, so long as any of the Bonds remain outstanding:
(1) Electric Revenue Fund, and the following accounts
within said fund:
(a) Electric Revenue Bonds, Bond Service Account
(the "Bond Service Account");
(b) Electric Revenue Bonds, Issue of 1972, Electric
System Maintenance and Operation Account (the "M&O
Account"); and
(c) Electric Revenue Bonds, Issue of 1972, Electric
System Renewal and Replacement Account (the "R&R
Account").
(2) Electric Revenue Bonds, Issue of 1972, Electric
System Revenue Bond Reserve Fund (the "Reserve Fund").
(3) Electric System Surplus Revenue Fund (the "Surplus
Revenue Fund").
B. The Treasurer shall continue to maintain or cause to
be maintained the following accounts in the Electric Revenue Fund
so long as any of the 1980 Bonds remain outstanding:
(1) Electric Revenue Bonds, Issue of 1980, Construction
Account (the "1980 Construction Account");
(2) Electric Revenue Bonds, Issue of 1980, Interest
During Construction Account (the "1980 IDC Account"); and
(3) Electric Revenue Bonds, Issue of 1980, Sinking
Account (the "1980 Sinking Account").
LA01 \1080\5028.9 ~2 9/,601.3
C. The Treasurer shall continue to maintain or cause to
be maintained the following accounts in the Electric Revenue Fund
so long as any of the 1983 Bonds remain outstanding:
(1) Electric Revenue Bonds, Issue A of 1983, Construction
Account (the "1983 A Construction Account"); and
(2) Electric Revenue Bonds, Issue B of 1983, Construction
Account (the "1983 B Construction Account").
D. The Treasurer will continue to maintain or cause to
be maintained the following accounts in the Electric Revenue Fund
so long as any of the Bonds or the First 1986 Bonds remain
outstanding:
(1) Electric Revenue Bonds, Electric System Revenue
Account (the "Revenue Account");
(2) Electric Revenue Bonds, Interest During Construction
Account (the "IDC Account"); and
(3) Electric Revenue Bonds Sinking Account (the "Sinking
Account").
E. The Treasurer shall continue to maintain or cause to
be maintained the following account in the Electric Revenue Fund so
long as any of the First 1986 Bonds remain outstanding:
(1) Electric Revenue Bonds, Issue of 1986, Costs of
Issuance Account.
F. The Treasurer shall continue to maintain or cause to
be maintained the following accounts in the Electric Revenue Fund
so long as any of the Second 1986 Bonds remain outstanding:
(1) Electric Revenue Bonds, Second Issue of 1986, Costs
of Issuance Account (the "Costs of Issuance Account"); and
(2) Electric Revenue Bonds, Second Issue of 1986, Rebate
Account (the "Rebate Account").
G. The Treasurer shall continue to maintain or cause to
be maintained the following account in the Electric Revenue Fund so
long as any of the 1991 Bonds remain outstanding:
(1) Electric Revenue Bonds, Issue of 1991, Construction
Account (the "1991 Construction Account").
H. The following additional account is hereby created
in the Electric Revenue Fund and shall be maintained by the
Treasurer, or the Treasurer shall cause such account to be
LA01 \1080\5028.9 13 94601
maintained, so long as any amounts deposited therein remain
unexpended:
(1) Electric Revenue Bonds, Issue of 1993, Costs of
Issuance Account (the "Costs of Issuance Account").
I. Additional accounts in the Electric Revenue Fund may
be created by subsequent resolutions of the City Council.
SECTION 11. Disposition of Bond Proceeds and Certain
Available Moneys. A. The proceeds of the Bonds shall be deposited
as follows: Simultaneously with the issuance and delivery of the
Bonds, the following transfers and deposits of moneys which are
attributable to, or derived from proceeds of, the Bonds, shall be
made:
(1) The amount if any, necessary, to cause the
amount in the Reserve Fund to equal Maximum Annual Debt
Service 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 ihterest received by
the City with respect to the 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 transfers
required with respect to the Bonds by Section 13.A.(1)
hereof for the months of May and June, 1993.
(4) The remainder of the original proceeds of the
Bonds shall be deposited in the Costs of Issuance
Account.
B[ Simultaneously with the issuance and delivery of the
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
Fund equal to Maximum Annual Debt Service (upon the authentication
and delivery of the 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.
LA01 \1080\50;~8,9 1~ 9z,,601,3
C. Moneys on deposit in the Costs of Issuance Account
shall be used to pay costs of issuance with respect to the Bonds.
If any amount shall remain in the 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 Enterprise.
SECTION 12. Revenue Account. The Treasurer shall
deposit the Gross Revenues of the Enterprise as received in the
Revenue Account. On or before the twentieth day of each calendar
month, the Finance Director shall withdraw the entire amount on
deposit in the Revenue Account and shall allocate and deposit such
amount in the indicated priority to the following accounts and
funds.
SECTION 13. Bond Service Account; Sinking Account.
First, so long as any of the Bonds are outstanding:
A. The Finance Director shall allocate to the Bond
Service Account the following amounts:
(1) one-sixth of the interest which will become due and
payable on the outstanding Bonds and Parity Bonds within the
next ensuing six months, except that, with respect to any
interest payment date, the monthly sum allocated shall be
based upon 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) in the case of the Bonds, by
any transfers required with respect to the Bonds by any Parity
Bond Resolution, and (b) in the case of any other Parity Bonds
by any transfers required with respect to such Parity Bonds by
any other Parity Bond Resolution;
(2) one-twelfth of the principal amount which will mature
and be payable on the outstanding Bonds and serial Parity
Bonds within the next ensuing twelve months;
(3) during each month preceding the first interest
payment date for the Bonds, an amount determined by dividing
(x) the amount of interest due and payable on the Bonds on the
first interest payment date for the 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 Bonds in the Bond Service Account pursuant
to clause (1) of this Section 13A after the issuance of the
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 13A after the issuance of the
Bonds and prior to such first interest payment date; and
(4) during each month preceding the first principal
payment date for the Bonds, an amount determined by dividing
(x) the amount of principal due and payable on the Bonds on
LA01 \~0~\5028.9 15 9&~1.3
the first principal payment date for the Bonds less the amount
deposited or to be deposited with respect to the Bonds in the
Bond Service Account pursuant to clause (2) of this Section
13A after the issuance of the 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
13A after the issuance of the Bonds and prior to such first
principal payment date.
B. The Finance Director shall allocate to the Sinking
Account, 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.
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 Bonds and Parity Bonds and any installment of
principal on Said Bonds and Parity Bonds shall be set aside in the
Bond Service Account and the Sinking Account at least five days
prior to the date the installment of interest or principal becomes
due.
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 may 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 Bonds shall recite that they are payable from the
Electric Revenue Fund, but notwithstanding such recital shall be
paid from the Bond Service Account.
Moneys in the Sinking Account shall be used to redeem any
term Parity Bonds outstanding at the times and in the amounts as
provided in any Parity Bond Resolution.
Moneys~ in the Sinking Account may also be used, prior to
the date when any 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
LA01 \1080\5028.9 ]-6 9&601.3
such term P~rity Bonds at a purchase price (including brokerage and
other fees) not exceeding par plus accrued interest.
If after all of the Bonds and any Parity Bonds have been
redeemed and cancelled or paid and cancelled (or provision is made
therefor) there are moneys remaining in the Bond Service Account,
the Sinking Account or the Reserve Fund, said moneys may be
transferred to the Revenue Account.
SECTION 14. M&O account. Second, so long as any of the
Bonds are outstanding, the Finance Director shall allocate to the
M&O Account amounts sufficient for the payment of the Maintenance
and Operation Expenses of the Enterprise as said expenses become
due and payable. Amounts in the M&O Account shall be used solely
to pay Maintenance and Operation Expenses.
SECTION 15. Reserve Fund. Third, so long as any of the
Bonds are outstanding, the Finance Director shall transfer 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 outstanding
Bonds and any outstanding Parity Bonds, in the event that moneys in
the Bond Service Account or the Sinking Account (when added to
amounts on deposit therein) 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 r~t~ 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 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 may 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 outstanding 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
LA01 \1080\5028,9 17 ~1.3
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 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
Bonds are outstanding, the Finance Director shall allocate to the
R&R Account an amount equal to 1% of the Gross Revenues received in
the preceding calendar month until a balance is established, or
reestablished, therein equal to 2% of the depreciated book value of
the land, general plant and equipment which constitute the net
utility plant of the Enterprise. The moneys contained in the R&R
Account shall be used for transfer to the Bond Service Account or
to the Sinking Account, as the case may be, to prevent default in
payment of the principal and interest on the Bonds or any Parity
Bonds, or for extraordinary maintenance and repairs, renewals and
replacements to the Enterprise, but not for additions to and
extensions of the Enterprise; provided, however, that when moneys
are used for such purpose or purposes, they shall be returned by
the transfer of an additional 1% of the Gross Revenues of the
preceding calendar month commencing no later than 90 days after
such use, until such balance is reestablished.
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. Surplus Revenue Fund. All moneys remaining
in the Revenue Account after all transfers required hereunder have
been made, and all covenants contained herein have duly performed,
shall be transferred to the Surplus Revenue Fund.
Moneys in the Surplus Revenue Fund not required to be
transferred for any other purpose to any other account in the
Electric Revenue Fund pursuant to this Section or any Parity Bond
Resolution shall be applied to the payment of the principal of and
interest on the City's Electric Revenue Anticipation Notes issued
pursuant to Section 1210 of the City Charter and Ordinance No. 5032
of the City Council to the extent required by the resolution(s)
pursuant to which such notes are issued and thereafter, to the
extent available, may be (1) used for the redemption of any
outstanding Parity Bonds which are subject to call and redemption
prior to maturity or for the purchase from to time in the open
market of any outstanding Bonds or Parity Bonds whether or not
subject to call and redemption (irrespective of the maturity or
number of such 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
LA01 \10~\50~8.9 18 94~1.3
interest) shall not exceed the principal amount or the redemption
price of the callable Parity Bonds on the next redemption date,
whichever is less; or (2) used 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 18. 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
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 19. Warranty. The City shall preserve and
protect the security of the Bonds and the rights of the bondowners
and warrant and defend their rights against all claims and demands
of all persons.
SECTION Z0. Covenants. So long as any of the 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 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 Gross Revenues of the Enterprise.
Covenant 1. Punctual Payment. The City covenants that
it will duly and punctually pay or cause to be paid the principal
of and interest on every Bond issued hereunder on the date, at the
place and in the manner mentioned in the Bonds and in accordance
with this Resolution, and that the payments into the Bond Service
Account and the Reserve Fund will be made, all in strict conformity
with the terms of the 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 Bonds issued hereunder, and that
time of such payment and performance is of the essence of the
city's contract with the bondowners.
L~01 \1080\50~8.9 19 94~1.3
Covenant 2. Discharge Claims. The City covenants that
in order to preserve and protect the priority and security of the
Bonds the City shall pay from 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 Gross
Revenues of the Enterprise prior or superior to the lien of the
Bonds and impair the security of the Bonds. The City shall also
pay from 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 Sale, Eminent Domain, Existing and
Future Agreements. Except as provided herein, the City covenants
that the Enterprise shall not be mortgaged or otherwise encumbered,
sold, leased, pledged, any charge placed thereon, or disposed of as
a whole or substantially as a whole unless such sale or other
disposition be so arranged as to provide for sums adequate to
provide for the immediate payment of the principal of and interest
on the Bonds. The City further covenants that the Gross Revenues
of the Enterprise or any other funds pledged or otherwise made
available to secure payment of the principal of and interest on the
Bonds shall not be mortgaged, encumbered, sold, leased, pledged,
any charge placed thereon, or disposed of 'or used except as
authorized by the terms of this Resolution. The City further
covenants that it will not enter into any agreement which impairs
the operation of the Enterprise or any part of it necessary to
secure adequate revenues to pay the principal of and interest on
the Bonds or which otherwise would impair the rights of the
bondowners with respect to the Gross 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 outstanding 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
LA01 \1080\5028.9 2 0 94601.3
and redeem the outstanding 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. Any
proceeds from the sale or disposition of any part of the Enterprise
shall be placed in the Revenue Account.
Covenant 5. Insuranoa. 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
and against loss of revenue. 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 Bonds and any
Parity Bonds issued for the Enterprise and for such purpose paid
into the appropriate funds or accounts. The money collected from
any loss of revenues insurance shall be deposited in the Revenue
Account.
The City shall also maintain with responsible insurers
worker's compensation insurance and insurance against public
liability and property damage to the extent reasonably necessary
and obtainable to protect the City and the bondowners.
Notwithstanding the foregoing, the City may provide a~y
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 records 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
outstanding Bonds or their representatives authorized in writing.
The city covenants that it will cause the books and
accounts of the Enterprise to be audited annually by an independent
certified public accountant or firm of certified public accountants
and shall furnish a copy of the audit report, upon request, to any
bondowner.
Covenant 7. Collection of Charges. The City will
permit no free use or services of the Enterprise. The City will
pay promptly into the Revenue Account from the City's General Fund
(or other available funds) for all City use and services of the
LA01 \10~\5028.9 21 ~1.3
Enterprise. The city will not grant or establish within any class
of service preferential or discriminatory rates, fees or charges
for use and services of the Enterprise. For the purposes of
setting such rates, fees and charges, service 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 Bonds are outstanding maintain and
enforce valid regulations for the payment of bills for electric
service and that such regulations shall at all times during such
period provide that the city shall discontinue electric service to
any user whose electric bill has not been paid within the time
fixed by said regulations.
Cevenant 8. Rates and charges. The city shall and
hereby covenants that it shall prescribe, revise and collect such
charges for the services and facilities of the Enterprise which,
after making allowances for contingencies and error in the
estimates, shall be at least sufficient to pay the following
amounts in the order set forth:
(a) The interest on and principal payments (including
any sinking account payments) of the outstanding Bonds and
Parity Bonds as they become due and payable;
(b) All current expenses for the necessary and
reasonable Maintenance and Operation Expenses of the
Enterprise as said expenses become due and payable;
(c) All payments required for compliance with this
Resolution including transfers required to be made from the
Revenue Account to other funds and accounts; and
(d) All payments required to meet any other obligations
of the City which are charges, liens or encumbrances upon or
payable from the Gross Revenues of the Enterprise;
and the charges shall be so fixed that the Net Revenues shall at
least equal 1.10 times the amounts payable under (a). For purposes
of this Section, Net Revenues shall include all investment income
on all accounts established in the Electric Revenue Fund and on all
other funds established for the benefit of the owners of
outstanding Bonds or Parity Bonds.
covenant 9. No Priority for A~itional Indebtedness.
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 Gross Revenues of
the Enterprise over the Bonds.
LA01 \1080\5028.9 22 94601.3
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 no such additional indebtedness evidenced by
revenue bonds, revenue notes or any other evidence of indebtedness
payable out of the Gross Revenues of the Enterprise and ranking on
a parity with the Bonds shall be created or incurred unless:
First: The city is not in default under the terms of
this Resolution.
Second: The Net Revenues of the Enterprise, calculated
on sound accounting principles, as shown by the books of the
City for each of the last two 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 any independent certified public accountan~ or firm
of certified public accountants employed by the City, plus, at
the option of the city, the allowance for earnings hereinafter
set forth in subparagraph (c) of this covenant, shall have
amounted to at least 1.10 times the Annual Debt Service in the
Fiscal Year next succeeding the Fiscal Year in which such
additional indebtedness is incurred on all outstanding Bonds
and Parity Bonds.
(b) Parity Bonds may also be issued to refund
outstanding Bonds or Parity Bonds if, after giving effect to the
application of the proceeds thereof either (i) Annual Debt Service
will not be increased in any Fiscal Year in which Bonds or Parity
Bonds (outstanding on the date of issuance of such refunding Parity
Bonds, but excluding such refunding Parity Bonds) not being
refunded are outstanding, or (ii) 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 (c) of this covenant, shall have amounted to
at least 1.10 times the Annual Debt Service in the Fiscal Year next
succeeding the Fiscal Year in which such additional indebtedness is
incurred on all outstanding Bonds and Parity Bonds.
(c) For the purposes of this covenant, the following may
be added to the Gross 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
has become effective prior to the incurring of such
additional indebtedness but which, during all or any part
LA01 \1080\5028.9 2 3 9~601.3
of said last two completed Fiscal Years, was not in
effect, in an amount equal to 95% of the amount by which
the Gross Revenues should have been increased if such
increase in charges had been in effect during the whole
of said last two completed Fiscal Years, as shown by the
certificate or opinion of an independent certified public
accountant or firm of certified public accountants
employed by the City.
(d) For purposes of this Section, Net Revenues shall
include all investment income on all accounts established in the
Electric Revenue Fund and on all other funds established for the
benefit of the owners of Bonds or Parity Bonds.
Covenant 11. 'Tax Covenant. In order to maintain the
exemption from Federal income taxation of interest on the Bonds,
and for no other purpose, the City covenants to comply, as of the
date of issuance of the Bonds, with each applicable requirement of
the Code except any such requirement with respect to which the City
receives an opinion of Mudge Rose Guthrie Alexander & Ferdon to the
effect that continuing compliance by the City with such requirement
of the Code is not required in order to maintain the Federal income
tax exemption of interest on the Bonds. In furtherance of this
covenant, the City agrees to comply with the Tax Certificate.
Without limiting the generality of the foregoing, the City agrees
to make any and all payments required to be made to the United
States Department of the Treasury in connection with the Bonds
pursuant to Code Section 148(f), as amended.
Notwithstanding any other provision of the Resolution to
the contrary, upon the City's failure to observe, or refusal to
comply with, the above covenant the Owners of any Parity Bonds
other than the Bonds, shall not be entitled to exercise any right
or remedy provided to Owners under the Resolution or otherwise
based upon the City's failure to observe, or refusal to comply
with, the above covenant.
SECTION 21. Lost, Stolen, Destroyed, or Mutilated Bonds.
In the event that any Bond is lost, stolen, destroyed or mutilated,
the City will cause to be issued a new 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 Bond to be signed and authenticated in
such manner as it determines in said resolution.
SECTION 22. Cancellation of Bonds. All Bonds
surrendered to the City, the Registrar or any paying agent thereof
for payment upon maturity shall upon payment therefor be cancelled
immediately. Any Bonds purchased by the City as authorized herein
shall be cancelled forthwith and shall not be reissued.
LA01 \1080\50~8.9 2 4 ~1.3
SECTION 23. Consent of Bondowners. Except as permitted
by paragraphs (c) and (d) of Section 30 hereof, no amendment,
waiver or modification of any provision of this Resolution shall be
effective until the consent provided for by this Section 23 shall
have been obtained. Any act relating to the amendment, waiver or
modification of any of the provisions of this Resolution consented
to by bondowners of a majority in aggregate principal amount of the
outstanding Bonds, exclusive of Bonds, if any, owned by the City,
shall be binding upon the bondowners of all of the 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 bondowners 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.
Bondowners may consent by affirmative vote at an
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 (a) a change in the maturity of the principal of
any Bond or any installment of interest thereon or a reduction in
the principal amount of or rate of interest upon any Bond without
the consent of the bondowner of such Bond; or (b) a reduction of
the percentage of the principal amount of Bonds the vote or consent
of which is required to effect any such amendment.
(a) Calling Bondowner,s 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 of 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, on or before the first publication of such notice, mail a
similar notice, postage prepaid, to the respective registered
bondowners thereof at their addresses appearing on the Bond
registry books. The place, date and hour of holding such meeting
and the date or dates of publishing and mailing such notice shall
be determined by the City, in its discretion.
The actual receipt by any 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
LA01 \1080\50~8.9 25 ~1.3
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 or her Bond or Bonds to any agency
designated by the City for the purpose, and shall thereupon be
entitled to receive an appropriate receipt for the Bond or Bonds so
deposited, calling for the redelivery of such Bond or Bonds at any
time after the meeting. The Treasurer shall prepare and deliver to
the chairman of the meeting a list of the names and addresses of
the registered bondowners of Bonds, with a statement of the
maturities and serial numbers of the Bonds held and deposited'by
each of such bondowners, and no bondowner shall be entitled to vote
at such meeting unless his or her name appears upon such list or
unless he or she shall present his or her Bond or 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 Bonds than is set against his or her name on such list,
unless he or she shall produce the Bonds upon which he or she
desires to vote, or a certificate of deposit thereof as above
provided.
(d) Issuer-owned Bonds. The City covenants that it will
present at the meeting a certificate, signed and verified by one
member of the City Council and by the Treasurer stating the
maturities and serial numbers of all Bonds owned by, or held for
account of, the City, directly or indirectly. No person shall be
permitted at the meeting to vote or consent with respect to any
Bond appearing upon such certificate, or any Bond which it shall be
established at or prior to the meeting is owned by the City,
directly or indirectly, and no such Bond (in this Resolution
referred to as an "issuer-owned Bond") shall be counted in
determining whether a quorum is present.
(e) Quoru~ and Procedure. A representation of at least
a majority in aggregate principal amount of the Bonds then
outstanding (exclusive of issuer-owner 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 Bonds with respect to which he
shall be entitled to vote as aforesaid, and such vote may be given
LAO1 \1080\50~8.9 2 6 ~1.3
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 of at least a majority in aggregate amount of the
Bonds then outstanding (exclusive of issuer-owner 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
the only competent evidence of matters stated in such certificate
relating to proceedings taken at such meeting.
(g) Written Consent of 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. If any of the Bonds shall be so
registered as to be payable otherwise than to bearer, the City
Clerk of the City shall, on or before the publication of such
resolution and request, mail a copy thereof to each registered
bondowner 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 parities, 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 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 bondowner of the Bonds giving such
consent and on any subsequent bondowner (whether or not such
subsequent bondowner has notice thereof) unless such consent is
revoked in writing by the bondowner giving such consent or by the
subsequent bondowner. To be effective, any revocation of consent
must be filed before the adoption of the resolution accepting
consents as hereinafter provided.
LA0~ \1~0\5028,9 27 ~1.3
After the bondowners of at least a majority in aggregate
principal amount of the Bonds then outstanding (exclusive of
issuer-owned Bonds) shall have consented in writing, the City
Council shall adopt a resolution accepting such consents and such
resolution shall 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 the
bondowner and failure to failure to publish such notice or any
defect therein shall not affect the validity of the proceedings
theretofore taken in the obtaining of such consent.
SECTION 24. Bond Form. Subject to the provisions of
this Resolution, the Bonds shall be issued in registered form, and
the form of the Bonds and the Registrar's Certificate of
Authentication shall be in the form set forth in Exhibit A hereto.
SECTION 25. Temporar~ Bonds. Any Bonds may be
initially issued in temporary form exchangeable for definitive
Bonds. The temporary 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 Bond shall be executed and sealed by the City in
substantially the same manner as provided in Section 7 hereof. If
the City issues temporary Bonds it will execute and furnish
definitive Bonds without delay and thereupon the temporary Bonds
may be surrendered for cancellation at the office of the Treasurer,
and the Treasurer shall deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive Bonds of
the same interest rates and maturities. Until so exchanged, the
temporary Bonds shall be entitled to the same benefits under this
Resolution as definitive Bonds issued hereunder.
SECTION 26. Book-E~tr~ Format. (a) Except as
provided in subsection (c) of this Section, the registered owner of
all of the Bonds shall initially be Cede & Co., as nominee of DTC.
Payment of interest for any 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 Bonds
at the address indicated on the record date for Cede & Co. in the
registration books kept by the Registrar.
(b) The Bonds shall initially be issued in the form of
separate single authenticated fully registered Bonds in the
principal amount of each separate stated maturity of the Bonds.
LA01 \1080\S0ZS.9 28 9~601o~
Upon initial issuance, the ownership of each such 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 Bonds
registered in its name for the purposes of payment of the principal
or interest on the Bonds, giving any notice permitted or required
to be given to the registered owners thereof under this Resolution,
registering the transfer of Bonds, obtaining any consent 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 personclaiming a beneficial ownership interest
in the 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 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 Bonds; the payment by DTC or any
Participant to any Beneficial Owner of any amount of principal or
interest on the 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 and interest on the Bonds
only to 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 and interest on the Bonds to the
extent of the sum or sums so paid. Said principal 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 Bonds that they be
able to obtain bonds, the city will notify DTC and the Registrar of
the availability through DTC of Bonds. In such event, the
LA01 \1080\50~8.9 29 9~601.3
Registrar shall execute, transfer and exchange 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 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 Bonds as described in this
Resolution. In the event Bonds are issued to any registered owner
other than DTC, the provisions of this Resolution shall apply to,
among other things, the transfer and exchange of such Bonds and the
method of payment of principal and interest on such 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 ~easonable notice (a) to make available
one or more separate bonds evidencing the Bonds to any Participant
having Bonds credited to its DTC account or (b) to arrange for
another securities depository to maintain custody of bonds
evidencing the Bonds.
(d) In connection with any notice or other communication
to be provided to registered owners of Bonds pursuant to this
Resolution by the Registrar with respect to any consent or other
action to be taken by registered owners of Bonds so long as any
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 27. ~uthorisation 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 his 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 add 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 28. Appoi~tment 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.
LAO1 \1080\~0~8.9 3 0 ~601.3
SECTION 29. 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 Bonds and the application of
the proceeds of sale of the Bonds as described in the Official
Statement relating to the Bonds, and such actions previously taken
by such officers are hereby ratified and confirmed.
SECTION 30. Resolution Constitutes Contract. (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. 2980 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 of
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
Electric Revenue 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 and delivery of the Bonds, the
terms and conditions of this Resolution and the rights and
obligations of the City and of the owners of the Bonds 'may be
LA01 \10~\50~8.9 3 1 ~1.3
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 Bonds, this
Resolution shall be irrspealable, but shall be subject to
modification, waiver and amendment to the extent and 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 this Resolution against, or provide
limitations and restrictions in addition to the limitations
and restrictions contained in this 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 this 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 this
Resolution, other limitations and restrictions to be observed
by the city which are not contrary to or inconsistent with
this Resolution as theretofore in effect;~or
(4) To confirm, as further assurance, the pledge created
under this Resolution; or
(5) To modify any of the provisions of this Resolution
in any other respect whatsoever, provide that (i) no 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 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 this
Resolution; or
(7) To insert such provisions clarifying matters or
questions arising under this Resolution as are necessary or
desirable and are not contrary to or inconsistent with this
Resolution as theretofore in effect.
LA01 \1080\50~8.9 32 94601.3
SECTION 31. Defeasance. All or any portion of the
Bonds shall no longer be deemed to be outstanding and unpaid if the
City shall have made adequate provision for the payment, in
accordance with the Bonds and this Resolution, of the principal and
interest to become due thereon at 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 payments as they
become due. Moneys so set aside may be invested in any direct
obligations of, or obligations guaranteed by, the United States of
America, in which the City may lawfully invest its money.
SECTION 3~. Future Contracts. 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 Gross Revenues.of the Enterprise, and from and after the
sale of the Bonds ~he general fund of the City shall not include
the Gross Revenues of the Enterprise and no contract or other
obligation payable from the general fund of the City shall be
payable from the Gross Revenues of the Enterprise, except as
provided herein.
SECTION 33. Unolaimed Moneys. Moneys held by the
Registrar or otherwise for the payment and discharge of the
principal or interest with respect to any of the 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 expense 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 34. 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 Bonds shall remain valid and the bondowners shall retain
all valid rights and benefits accorded to them under this
LAO~ \1080\50~.9 3~ 9~601.~
Resolution, the City Charter and the Constitution and laws of the
State of California.
SECTION 35. official Statement. The Manager is hereby
authorized to approve an official Statement relating to the 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 Bonds, and
the city Council hereby further approves the use by the successful
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 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 36. Substitutes. 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 Bonds.
SECTION 37. Effective Date. This Resolution shall
take effect immediately.
ADOPTED, SIGNED AND APPROVED this 4th day of
May , 1993.
[SEAL]
Attest:
City Clerk
LA01 \1080\50~8.9 34 9&601.3
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Leonora N. Sohl , City Clerk of the City of Anaheim, do
hereby certify that the foregoing Resolution No. 93R-70 was introduced
and adopted at a special meeting of the City Council of the City of
Anaheim duly called, noticed and held on the 4th day of
May , 1993, by the following vote of the members thereof:
AYES: COUNCIL ~4~I~BERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES: COUNCIL MEMBERS~ None
~%BSENT: COUNCIL MEMBERS: None
I FURTHER certify that the Mayor of the City of Anaheim
signed said Resolution No. 93R- 70 on the 5th day of May ,
1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the city of Anaheim this 5th day of May , 1993.
CITY CLERK OF THE CITY--
OF ANAHEIM
[SEAL]
I, Leonora N. Sohl, City Clerk of the city of Anaheim, do
hereby certify that the foregoing is the original of Resolution No.
93R-70 duly passed and adopted by the Anaheim City Council on May 4 ,
1993.
City Clerk
I. A01 \1080\5028.9 3 5 94601
CERTIFICATE
I, Leonora N. Sohl , City Clerk of the City of Anaheim,
California (the "City"), DO HEREBY CERTIFY that the foregoing is a true
copy of Resolution No. 93R-70 which was duly adopted by the City
Council of the City at a special meeting duly called, noticed and held
on May 4 , 1993, at which a quorum was present and acting
throughout and that Resolution No. 93R-3_Q_- has not been modified,
amended or repealed and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and caused
the seal of the City to be affixed this 5th day of May , 1993.
City PClerk
LA01 \1080\5028.9 36 9~.601.3
EXHIBIT A
[BOND FORN]
UNITED STATE OF /~ERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
ELECTRIC REVENUE BOND, ISSUE OF 1993
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 Electric Revenue Fund, as
hereinafter provided, to or registered assigns, on the
Maturity Date stated hereon, upon presentation and surrender of this
bond, the sum of DOLLARS, with interest thereon at the
Interest Rate per annum stated hereon, payable semi-annually on the
first day of April and October 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 of authentication and registration hereof to which interest
has been paid, unless the date of authentication and registration
hereof is an April 1 or October 1 to which interest has been paid, in
which case from the date of authentication and registration hereof, or
unless the date of authentication and registration hereof is on or
prior to , 1993, in which case from the dated date of the Bonds
or unless the date of authentication and registration 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 Bonds shall be
in default, Bonds issued in exchange for Bonds surrendered for transfer
or exchange shall bear interest from the interest payment date to which
interest has been paid in full on the Bonds surrendered or if no
interest has been paid in full on the Bonds surrendered or if no
interest has been paid, from , 1993.
The terms. and provisions of this bond and definitions of
certain terms used herein are 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. All capitalized undefined terms used herein
LA01 \1080\5028.9 A-1 94601.3
which are defined in the Resolution shall have the meanings specified
in the Resolution.
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.
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 electric 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
bond shall have been authenticated by the execution by the Registrar of
the Registrar's Certificate of Authentication hereon.
IN WIT~SS W~REO~, 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.
Mayor
COUNTERSIGNED:
city Clerk' City Treasurer
[SEAL]
LA01 \1080\5028.9 A-2 9/+601.3
[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]
Authorized Officer
Date of Authentication and Registration:
LA01 \1080\5028.9 A-3 g&601.3
[REVERSE OF BOND]
Both principal of and interest on this bond are payable in
lawful money of the United State of America. Except as otherwise
provided in the Resolution the principal on this bond is 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 ResoIution, 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 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 "Electric Revenue Bonds, Issue of 1993" (the "Bonds"),
all of which have been issued pursuant to Sections 1210 and 1210.1 of
the City Charter, Ordinance No. 2980, as amended, of the City Council
~' (the "Ordinance"), for the purpose of advance refunding that portion of
the City's outstanding Electric Revenue Bonds, , maturing
on or after , 19 and the creation of said issue and
the terms and conditions of the Bonds are provided for by the
resolution of the City Council authorizing the Bonds designated
Resolution No. 93R- (the "Resolution"), and this reference
incorporates the Resolution and Sections 1210 and 1210.1 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 hereon are not a debt of the City,
nor a legal or equitable pledge, charge, lien or encumbrance upon any
of its property or upon any of its income, receipts, or revenues,
except the Gross Revenues (as defined in the Resolution) of the City's
electric system pledged to its payment, and the principal of and the
interest on this bond are payable solely from the Gross Revenues of the
City's electric system pledged to its payment and said City is not
obligated to pay such principal and interest except from said Gross
Revenues. The Electric Revenue 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 Gross Revenues of the
City's electric system are required to be deposited to the credit of
the Electric Revenue Fund and used only for the purposes authorized by
the Resolution, including the payment of principal and interest of the
Bonds.
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 electric system of the City such as to provide
LA01 \1080\~0~8.9 A-4 9&601.3
revenues sufficient to pay the interest on and principal of the 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 electric
system, is prohibited from issuing bonds having any priority with
respect to payment from the Gross Revenues of the City's electric
system, and is subject to conditions with respect to any sale of said
electric 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 Bonds, exclusive of issuer-owned Bonds.
The Bonds are issuable in the form of registered Bonds
without coupons in the denominations of $5,000 or any integral multiple
of $5,000. The owner of any Bond or Bonds may surrender the same
(together with a written instrument of transfer satisfactory to the
Registrar duly executed by the registered owner or his or her 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 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 hereof in
person, or by his or her 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 or her
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 \1080\50Z8.9 A-5 96601.3
EXHIBIT B
FoRM OF MANAGER'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 Electric
Revenue Bonds, Issue of 1993 (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:
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]
LA01 \1080\5028.9 B-1 94601.3