96-156 CIT f OF ANAHEIM RESOLUTION NO. 96R- :1.56
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ANAHEIM, CALIFORNIA, MAKING
UNDERTAKINGS AS TO CONTINU~qG DISCLOSURE
RELATING TO THE ISSUANCE OF ITS ELECTRIC
REVENUE BONDS, ISSUE OF 1996
WHEREAS, concurrently with consideration of this resolution, this City Council has
adopted an authorizing resolution (the "Bond Resolution") to provide for the refunding of the
City's Electric Revenue Bonds, Issue of 1986 and Second Issue of 1986 and for the issuance of
its Electric Revenue Bonds for such purpose, in an amount not to exceed $100,000,000 in
aggregate principal amount (the "Bonds"); and
WHEREAS, this City Council deems it necessary and proper that certain undertakings
and certain certifications be made in order to comply with Rule 15c2-12 of the Securities
Exchange Commission under the Securities and Exchange Act of 1934, as amended;
NOW, THEREFORE, the City Council of the City of Anaheim, California, DOES
HEREBY RESOLVE, DETERMINE AND ORDER as follows:
SECTION 1. Definitions. In addition to the definitions set forth in the Bond Resolution,
which apply to any capitalized term used in this Resolution unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as
described in, Section 2B. of this Resolution.
"Audited Financial Statements" shall mean the audited financial statements of the City's
Electric Utility Fund for its most recent fiscal year, prepared in accordance with generally
accepted accounting principles as promulgated to apply to governmental entities from time to
time (or such other principles as may be applicable to the City in the future pursuant to
applicable law).
"Beneficial Owner" shall mean any person holding a beneficial ownership interest in
Bonds through nominees or depositories (including any person holding such interest through the
book-entry-only system of The Depository Trust Company), together with any other person who
is intended to be a beneficiary under the Rule of this Resolution.
"Commission" means the United States Securities and Exchange Commission.
"Dissemination Agent" shall mean any person or entity appointed by the City and which
has entered into a written agreement with the City pursuant to which such person or entity agrees
to perform the duties and obligations of Dissemination Agent under this Resolution.
"Final Official Statement" shall mean the Official Statement of the City, relating to the
Bonds, as amended or supplemented.
"Holders" shall mean, while the Bonds are registered in the name of The Depository
Trust Company, any applicable participant in its depository system, or the owner of any Bond for
Federal income tax purposes.
"Listed Events" shall mean any of the events listed in Section 2(c) of this Resolution.
"MSRB" shall mean the Municipal Securities Rulemaking Board established in
accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934.
"National Repository" shall mean any of the following organizations, which are the
nationally recognized municipal securities information repositories approved by the $EC as of
the date of adoption of this Resolution and any other organizations designated by the
Commission in accordance with the Rule:
Bloomberg Municipal Repository
P.O. Box 840
Princeton, NJ 08542-0840
Internet address: MUNIS~bloomberg.doc
(609) 279-3200
Fax: (609) 279-3235 (609) 279-5963
Contact: Dave Campbell
Thomson NRMSIR
Secondary Market Disclosure
395 Hudson Street, 3rd Floor
New York, NY 10014
Intemet address: Disclosure~muller.com
(212) 807-3826
Fax: (212) 989-2078
Contact: Thomas Garske
Disclosure, Inc.
Document Augmentation/Municipal Securities
5161 River Road
Bethesda, MD 20816
(301) 951-1450
Fax: (301) 718-2329
Contact: Barry Sugarman (301) 215-6015
JJ Kenny Information Services
The Repository
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65 Broadway, 16th Floor
New York, NY 10006
(212) 770-4568
Fax: (212) 797-7994
Contact: Joan Horai, Repository
Moody's NRMSIR
Public Finance Information Center
99 Church Street
New York, NY 10007-2796
(800) 339-6306
Fax: (212) 553-1460
Contact: Claudette Stephenson
(212) 553-0345
Donnelly Financial
Municipal Security Disclosure Archive
559 Main Street
Hudson, MA 01749
Internet address: http://www.municipal.com
(800) 580-3670
Fax: (508) 562-1969
"Participating Underwriters" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with the offering of the Bonds.
"Repositories" means the National Repo-;tories and the State Repository, if any.
"Resolution" shall mean this resolution, as the same may be amended or supplemented
from time to time in accordance with the provisions hereof.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
"State Repository" shall mean any public or private repository or entity designated by the
State as a State Repository for the purpose of the Rule and recognized as such by the
Commission. As of the date of this Resolution, there is no State Repository.
Section 2. Undertakin~ to Provide Ongoing Disclosure.
A. Contract/Undertaking. This Section constitutes the City's written undertaking for
the benefit of the owners of the Bonds as required by subsection (b)(5) of the Rule. In
consideration of the purchase and acceptance of Bonds by the owners thereof from time to time,
this Section 2 shall be deemed to be and shall constitute a contract between the City and the
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Holders and Beneficial Owners frmn time to time of the Bonds; and the covenants and
agreements herein set forth to be performed on behalf of the City shall be for the benefit of the
Holders and Beneficial Owners of the Bonds.
B. Provision of Annual Revorts.
(a) The City hereby covenants and agrees that it shall, or shall cause the
Dissemination Agent to, not later than six months after the end of each Fiscal Year (presently, by
each December 31; each such date being referred to herein as a "Final Submission Date"),
commencing with the report for Fiscal Year 1996-97, provide to each Repository an Annual
Report which is consistent with the requirements of this Resolution. The Annual Report may be
submitted as a single document or as separate documents comprising a package, and may include
by reference other information as provided in this Resolution; provided that any Audited
Vinancial Statements may be submitted separately from the balance of the Annual Report and
later than the Final Submission Date if they are not available by that date. If the fiscal year for
the City changes, the City shall give notice of such change in the same manner as for a Listed
Event under subsection C. of Section 2 hereof.
(b) Not later than fifteen (15) business days prior to each Final Submission
Date (each such date being referred to heroin as a "Preliminary Submission Date"), the City shall
provide the Annual Report to the Dissemination Agent, if any. If by a Preliminary Submission
Date, the Dissemination Agent, if any, has not received a copy of the Annual Report, the
Dissemination Agent shall contact the City to determine if the City is in compliance with
subsection (a).
(c) If the City or the Dissemination Agent (if any), as the case may be, has not
furnished an Annual Report to the Repositories by a Final Submission Date, the City or the
Dissemination Agent, as applicable, shall send a notice to each Repository and the MSRB in
substantially the form attached as Exhibit A.
(d) The City (or, in the event that the City shall appoint a Dissemination
Agent hereunder, the Dissemination Agent) shall file the Annual Report with each Repository on
or before the Final Submission Date. In addition, if the City shall have appointed a
Dissemination Agent hereunder, the Dissemination Agent shall file a report with the City
certifying that the Annual Report has been provided pursuant to this Resolution, stating the date
it was provided and listing all the Repositories to which it was provided.
The City's Annual Report shall contain or include by reference the following:
1. The Audited Financial Statements. If any Audited Financial Statements
are not available by the Final Submission Date, the Annual Report shall contain unaudited
financial statements for the City, in a format similar to the audited financial statements most
recently prepared for such person, and such Audited Financial Statementz shall be filed in the
same manner as the Annual Report when and if they become available.
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2. Updated versions of the type of information for the City contained in
Appendix A to the Final Official Statement relating to the following:
a. the description of operations and the summary of operating results
of the Anaheim Public Utilities Department's electric system (the "Anaheim Electric System"):
and
b. the stunmary of financial results of the Anaheim Electric System.
Any or all of the items listed above may be included by specific reference to other documents,
including annual reports or official statements relating to debt or other securities issues of other
entities, which have been submitted to each of the Repositories or the Cormnission. If the
document included by reference is a final official statement (as defined in the Rule), it must be
available from the MSRB. The City shall clearly identify each such other document so included
by reference.
C. Reporting of Listed Events. The City agrees to provide or cause to be provided,
in a timely manner, to the State Repository, if any, and to each National Repository or to the
MSRB notice of the occurrence of any of the following events (a "Listed Event"), if material:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves, reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements, reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, if any, or their failure to
perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the
security;
7. Modifications to the fights of security holders;
8. Bond calls;
9. Defeasances;
10. Release, substitution or sale of property, if any, securing repayment of the
securities; and
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11. Rating changes.
Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall
as soon as possible determine if the occurrence of such event is material under applicable federal
securities law~.
If the City has determined that the occurrence of a Listed Event is material under
applicable federal securities laws, the City shall promptly file a notice of such occurrence with
the MSRB and the Repositcries. Notwithstanding the foregoing, notice of Listed Events
described in subsections (a)(8) and (9) need not be given under this subsection any earlier than
the notice of the underlying event is given to Holders of affected Bonds pursuant to the Bond
Resolution.
With reference to items 3 and 10 above, the Reserve Fund secures payment of the Bonds
and Parity Bonds, but no property secures repayment of the Bonds or Parity Bonds. If the City
subsequently chooses to provide property as security for the Bonds or Parity Bonds, the City will
provide notice of such establishment or provision and will provide notice of material events
relating thereto, should such events occur.
The only non-payment related default to which item 2 above applies is a failure to
institute and collect rates and charges for the services of the Anaheim Electric System sufficient
to pay principal and interest due on the Bonds and P~xity Bonds as they become due and payable
and to pay other amounts required by the Bond Resolution as provided in Section 21 of the Bond
Resolution.
D. Notification Upon Failure to Provide Financial Data. The City agrees to provide
or cause to be provided, in a timely manner, to each National Repository or to the MSRB and to
the State Repository, if any, notice of its failure to provide the annual financial information
described in Subsection B above on or prior to the date set forth in Subsection B above.
E. Termination of Reportine Obli~,ation; Amendment and Waiver. The City's
obligations under this Section 2 shall terminate upon the legal defeasance, prior redemption or
payment in full of all of the Bonds. In addition, in the event that the Rule shall be amended,
modified or repealed such that compliance by the City with its obligations under this Section 2
no longer shall be required in any or all respects, then the City's obligations under this Section 2
shall terminate to a like extent. This Section 2, or any provision hereof, shall be null and void if
the City (1) obtains an opinion of counsel expert in federal securities laws to the effect that tho~e
portions of the Rule which require this Section 2, or any such provision, are invalid, have been
repealed retroactively or otherwise do not apply to the Bonds; and (2) notifies each then existing
National Repository and the State Repository, if any, of such opinion and the cancellation of this
Section 2.
Notwithstanding any other provision of this Resolution, the City may, by resolution
hereafter adopted, amend this Resolution, and any provision of this Resolution may be waived,
(i) if such amendment or waiver is supported by an opinion of counsel expert in federal securities
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laws appointed by the City to the effect that such amendment or waiver would not, in and of
itself, cause the undertakings herein to violate the Rule, taking into account any subsequent
change in or official interpretation of the Rule, and (ii) as to any amendment to this Resolution,
the following conditions are complied With:
(a) The amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or change in the
identity, nature, or status of the City, or type of activities conducted:
(b) The undertaking, as amended, would have complied with the requirements
of the Rule at the time of the primary oft~ring of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
tc) The amendment does not materially impair the interest of Holders or
Beneficial Owners of the Bonds, as determined either by parties unaffiliated with the City (such
as bond counsel to the City), or by approving vote of Bondholders pursuant to the terms of the
Bond Resolution at the time of the amendment.
The Annual Report containing the amended operating data or financial information will
explain, in narrative form, the reasons for the amendment and the impact of the change in the
type of operating data or financial information being provided.
Section 3. Additional Actions. The Authorized Representatives of the City (as
defined in the Bond Resolution) are hereby 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 or advisable in order to effectuate the purposes of this Resolution, including, without
limitation, executing and delivering any documents or certificates required to be delivered in
connection with the issuance of the Bonds to evidence compliance with the Rule. All
certifications and undertakings made hereby, including the text of Section 2 hereof, may be
restated in any certificate delivered by any Authorized Representative of the City in connection
with the issuap_ce of the Bonds or in order to comply with the Rule, and such actions previously
taken by the Authorized Representatives are hereby ratified and approved.
Section 4. Dissemination Agent. The City may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Resolution,
and may discharge any such Agent, with or without appointing a successor Dissemination Agent.
Section 5. Additional Information. Nothing in this Resolution shall be deemed to
prevent the City from disseminating, or require the City to disseminate, any other information,
using the means of dissemination set forth in this Resolution or any other means of
communication, or including any other information in any Annual Report or notice of occurrence
of a Listed Event, in addition to that which is required by this Resolution. If the City chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is. specifically required by this Resolution, the City shall have no
obligation under this Disclosure Resolution to update such information or include it in any future
Annual Report or notice of occurrence of a Listed Event.
Section 6. Default.
(a) In the event of a failure of the City to comply with any provision of
Section 2 of this Resolution, any Holder or Beneficial Owner of any outstanding Bonds may take
such actions as may be necessary and appropriate, including seeking mandamus or specific
performance by court order, to cause the City to comply with its obligations under Section 2 of
this Resolution.
(b) Notwithstanding the foregoing, no Holder or Beneficial Owner of the
Bonds shall have the right to challenge the content or adequacy of the information provided
pursuant to this Resolution by mandamus, specific performance or other equitable proceedings
unless Holders or Beneficial Owners of Bonds representing at least 25% in aggregate principal
amount of the Bonds shall join in such proceedings.
(c) A default under this Resolution shall not be deemed a default under the
Bond Resolution, and the sole remedies under this Resolution in the event of any failure of the
City to comply with this Resolution shall be those described in subsection (a) above.
(d) Under no circumstances shall any person or entity be entitled to recover
monetary damages hereunder in the event of any failure of the City to comply with Section 2 of
this Resolution.
Section 7. Duties, Immunities and Liabilities of Dissemination Agent. Any
Dissemination Agent appointed hereunder shall have only such duties as are specifically set forth
in this Resolution, and shall have such rights, immunities and liabilities as shall be set forth in
the written agreement between the City and such Dissemination Agent pursuant to which such
Dissemination Agent agrees to perform the duties and obligations of Dissemination Agent under
this Resolution.
Section 8. Beneficiaries. This Resolution shall inure solely to the benefit of the City,
the Dissemination Agent, if any, and the Holders and Beneficial Owners from time to time of the
Bonds, and shall create no rights in any other person or entity.
Section 9. Governinc Law. This Resolution shall be deemed to be a contract made
under the Rule and the laws of the State of California, and for all purposes shall be construed and
interpreted in accordance with, and its validity govemed by the Rule and the laws of such State.
Section 10. Prior IJndertakin~,s. The City hereby certifies that it is in compliance
in all material respects with all prior undertakings made by it pursuant to Rule 15c2-12(b)(5).
Section 11. Effective Date. This Resolution shall take effect from and after its date of
adoption.
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ADOPTED, SIGNED AND APPROVED this 10 day of September, 1996.
~ayor~~
[SEAL]
Attest:
City Clerk
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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. 96R-156 was introduced and adopted at a regular meeting provided by law, of
the Anaheim City Council held on the 10th day of September, 1996, by the following vote of
the members thereof:
AYES: MAYOR/COUNCIL MEMBERS: Tait, Zemel, Felhaus, Lopez, Daly
NOES: MAYOR/COUNCIL MEMBERS: None
ABSENT: MAYOR/COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution
No. 96R-156 on the 10th day of September, 1996.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City
of Anaheim this 10th day of September, 1996.
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. 96R-156 was duly passed and adopted by the City Council of
the City of Anaheim on September 10th, 1996.
CITY CLERK OF THE CITY OF ANAHEIM
EXHIBIT A
NOTICE OF REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Anaheim, California
Name of Bond Issue: $ Electric Revenue Bonds, Issue of 1996
Date of Issuance: ,1996
NOTICE IS HEREBY GIVEN that the City of Anaheim (the "City") has not provided an
Annual Report with respect to the above-named Bonds as required by Section 2B of Kesolution
No. ., adopted by the Board of Directors of the City on June __, 1996, relating to the
above-named Bonds. [The City has advised the undersigned that the City anticipates that the
Annual Report will be filed by .]
[CITY OF ANAHEIM, CALIFORNIA]
[ , as Dissemination Agent on behalf of
the City of Anaheim]
[cc: City of Anaheim]
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