96-154 CITY OF ANAHEIM
RESOLUTION NO. 96R- 154
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA, AUTHORIZING THE ISSUANCE
OF $100,000,000 PRINCIPAL AMOUNT OF ELECTRIC
REVENUE BONDS, ISSUE OF 1996; PROVIDING THE
TERMS AND CONDITIONS FOR THE ISSUANCE OF SUCH
BONDS; AUTHORIZING THE REFUNDING OF THE
OUTSTANDING PRINCIPAL AMOUNT OF THE CIT¥'S
ELECTR1C REVENUE BONDS, ISSUE OF 1986 AND
SECOND ISSUE OF 1986; APPOINTING A PAYING AGENT
AND REGISTRAR FOR THE BONDS; APPOINTING AN
ESCROW AGENT AND APPROVING THE EXECUTION AND
DELIVERY OF AN ESCROW AGREEMENT IN
CONNECTION WITH SAID REFUNDING
ADOPTED: SEPTEMBER ]-~Q 1996
J ~ECG~NAHEfMI96REFUND\BONDDOCSI8ON DR ES8 DOC
Table Of Contents
SECTION 1. Definitions .......................................................................................................4
SECTION 2. Purpose of Bonds~ Equality of Bonds, Pledge of Revenues ............................8
SECTION 3. Special Obligations; No General City Liability ...............................................9
SECTION 4. Description of Bonds .......................................................................................9
SECTION 5. Book-Entry Form ............................................................................................t0
SECTION 6. Place of Payment. ...........................................................................................11
SECTION 7. Execution and Authorization of Bonds ..........................................................11
SECTION 8. Registration and Transfer. ..............................................................................12
SECTION 9. Redemption of Bonds ....................................................................................12
SECTION 10. Funds and Accounts .......................................................................................14
~ SECTION l 1. Disposition of Bond Proceeds and Certain Available Moneys ......................15
SECTION 12. Revenue Account ...........................................................................................16
SECTION 13. Bond Service Account; Sinking Account ......................................................16
SECTION 14. M&O Account. ...............................................................................................18
SECTION 15. Reserve Fund .................................................................................................! 8
SECTION 16. R&R Account ................................................................................................21
SECTION 17. Surplus Fund ..................................................................................................21
SECTION 18. Investments ....................................................................................................22
SECTION 19. Warranty. ........................................................................................................22
SECTION 20. Covenant~ ......................................................................................................22
~' Covenant 1 Punctual Payment .............................................................................22
Covenant 2 Discharge Claims .............................................................................23
Covenant 3 Operate Enterprise in Efficient and Economical
Manner ..............................................................................................23
Covenant 4 Against Sale, Eminent Domain, Existing and Future
Agreements .....................................................................................23
Covenant 5 Insurance ..........................................................................................24
Covenant 6 Records and Accounts ......................................................................24
Covenant 7 Collection of Charges .......................................................................24
Covenant 8 Rates and Charges ............................................................................24
Covenant 9 No Priority for Additional Indebtedness ..........................................25
J:~ECG~ANAHEIM~96REFUNDIBONIDDOCS',BONDRES8 DOC i
Covenant 10 Limits on Parity Bonds ....................................................................25
Covenant 11 Arbitrage ..........................................................................................26
Covenant 12 Tax Covenant ...............................................................' ....................26
SECTION 21. Lost, Stolen, Destroyed, or Mutilated Bondx ................................................27
SECTION 22. Cancellation of Bonds ....................................................................................27
SECTION 23. Consent of Bondowners .................................................................................27
SECTION 24. Bond Form .....................................................................................................30
SECTION 25. Temporary Bondx ..........................................................................................34
SECTION 26. Authorization of Escrow Agreement .............................................................34
SECTION 27. Appointment of Paying Agent .......................................................................35
SECTION 28. Further Action ................................................................................................35
SECTION 29. Resolution Constitutes Contract ....................................................................35
SECTION 30. Defeasance .....................................................................................................36
SECTION 31. Future Contracts .............................................................................................37
SECTION 32. Unclaimed Moneys ........................................................................................37
SECTION 33. Severability. ....................................................................................................37
SECTION 34. Officials and Officers Authorized to Act .......................................................37
SECTION 35. Effective Date ................................................................................................37
Exhibit A Manager's Determination Certificate
J ~ECG~ANAHEIM\~REFUND',BONDDOCS~BONDRES8 E)OC ii
CITY OF ANAHEIM RESOLUTION NO. 96R-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM, CALIFORNIA, AUTHORIZING THE ISSUANCE OF
$100,000,000 PRINCIPAL AMOUNT OF ELECTRIC REVENUE
BONDS, ISSUE OF 1996; PROVIDING THE TERMS AND
CONDITIONS FOR THE ISSUANCE OF SUCH BONDS;
AUTHORIZING THE REFUNDING OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THE CITY'S ELECTRIC REVENUE
BONDS, ISSUE OF 1986 AND SECOND ISSUE OF 1986;
APPOINTING A PAYING AGENT AND REGISTRAR FOR THE
BONDS; APPOINTING AN ESCROW AGENT AND APPROVING
THE EXECUTION AND DELIVERY OF AN ESCROW
AGREEMENT IN CONNECTION WITH SAID REFUNDING
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 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
fi-om 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.
"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 the (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 terms at any one time shall
not exceed the principal amount of such electric revenue bonds authorized by the
voters and (ii) the aggregate principal amount of such water revenue bond
anticipation notes and the water revenue bonds in anticipation of which such water
revenue bond anticipation notes were issued outstanding in accordance with their
terms at any one time shall not exceed the principal amount of such water revenue
bonds authorized by the voters. Such revenue bond anticipation notes may be sold,
issued and secured in such manner and subject to such terms and conditions as the
City Council may prescribe by ordinance; provided that such revenue bond
anticipation notes shall not constitute an indebtedness or general obligation of the
City of Anaheim and are not to be secured by the taxing power of said City.
"Notwithstanding the foregoing, the City may also sell and issue at any time
and from time to time revenue anticipation notes (including renewal revenue
anticipation notes) in anticipation of the receipt of revenues of the City's water and
electric utilities; provided that the aggregate principal amount of such revenue
anticipation notes outstanding in accordance with their terms at any one time shall
not exceed, for each of such utilities, an amount equal to 25% of the gross revenue
earned by the respective utility during the immediately preceding fiscal year as set
forth in the audited financial statements of such utility for such year. Such 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
WHEREAS, 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
WHEREAS, 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
WHEREAS, 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
WHEREAS, of said authorized amount of $150,000,000, there has heretofore been issued and
are outstanding electric revenue bonds of the City designated "Electric Revenue Bonds, Issue of
1986," electric revenue bonds designated "Electric Revenue Bonds, Second Issue of 1986", electric
revenue bonds designated "Electric Revenue Bonds, Issue of 1991," and electric revenue bonds
designated "Electric Revenue Bonds, Issue of 1993"; and
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 herea~er 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 $100,000,000 principal amount of electric revenue bonds pursuant to Section 1210.1
and Section 1210, to be designated "Electric Revenue Bonds, Issue of 1996" (the "Bonds"), and the
Bonds shall be on a parity with the City's outstanding Electric Revenue Bonds, Issue of 1991 (the
"1991 Bonds") and Electric Revenue Bonds, Issue of 1993 (the "1993 Bonds") and any other parity
electric revenue bonds which may be issued in the future by the City; and
WHEREAS, pursuant to Section 1210.1 this City Council hereby determines that costs of the
City will be reduced by the refunding of those Electric Revenue Bonds, Issue of 1986, and Electric
Revenue Bonds, Second Issue of 1986 maturing after October 1, 1996, such refunding to be
accomplished through the issuance of the Bonds~
NOW, THEREFORE, the City Council of the City of Anaheim, California, DOES HEREBY
RESOLVE, DETERMINE AND 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 the Bonds or 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 Investments" means any obligations in which the City may lawfully invest its funds.
"Authorized Newspaper" means a newspaper customarily published at least once a day for at
least five days (other than legal holidays) in each calendar week, printed in the English language,
and of general circulation in the City.
"Authorized Representative" and "Authorized Representatives" means one or more of the
following: the Mayor, the Mayor Pro-Tempore, the City Clerk, any Deputy City Clerk, the Public
Utilities Department General Manager or Assistant General Manager for Finance and
Administration, the Finance Director or the Treasurer, and any other person expressly designated
as an Authorized Representative and authorized to act under this Resolution pursuant to any other
resolution duly adopted by this City Council.
"Bonds" means the electric revenue bonds designated "Electric Revenue Bonds, Issue of 1996"
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 which are established pursuant
hereto and to the Escrow Agreement.
"Escrow Agent" means the Escrow Agent which is a party to the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement executed and delivered pursuant to
Section 26 hereof, as amended and supplemented from time to time.
"Escrow Fund" means the fund so designated which is established pursuant hereto and pursuant
to the Escrow Agreement.
"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 Year" means the year period beginning on any 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 Assistant General Manager for Finance and Administration
at the time of initial issuance and delivery of the Bonds, in substantially the form attached hereto as
Exhibit A.
"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
or any Fiscal Year thereafter by totaling the following for each such Fiscal Year:
(1) The principal amount of all serial 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 the term Bonds and any term Parity Bonds outstanding
at the date of such computation; and
(3) The interest which would be due during such Fiscal Year on the
aggregate principal amount of Bonds and Parity Bonds which would be outstanding
in such Fiscal Year if the serial Bonds and serial Parity Bonds outstanding on the
date of such computation are retired as they mature and if the term Bonds and any
term Parity Bonds outstanding on the date of such computation, if any, are retired as
scheduled in this Resolution and in the resolution providing for the issuance of such
term Parity Bonds.
"Moody's means Moody's Investor's Service, or any successor to its rating agency.
"Municipal Bond Insurer" is defined in Section 15 hereo£
"Net Revenues" of the Enterprise means the amount of the Gross Revenues less the Maintenance
and Operation Expenses.
"1986 Bonds" means the Electric Revenue Bonds, Issue of 1986 and the Electric Revenue
Bonds, Second Issue of 1986, referred to in the recitals hereo£
"1991 Bonds Resolution" means Resolution No. 91R-115 of the City adopted on April 16, 1991
pursuant to which the Electric Revenue Bonds, Issue of 1991 were issued.
"1993 Bonds Resolution" means Resolution No. 93R-70 adopted on May 4, 1993, pursuant to
which the Electric Revenue Bonds, Issue of 1993 were issued.
"1986 Bonds Resolutions" means Resolution No. 86R-89 adopted by the City Council on
March 4, 1986 as amended by Resolution No. 86R-116 adopted by the City Council on
March 25, 1986, relating to the First 1986 Bonds, and Resolution No. 86R-490 adopted by the City
Council on October 31, 1986, as amended by Resolution No. 86-R508 adopted by the City Council
on November 12, 1986, relating to the Second 1986 Bonds.
"1991 Bonds" and "1993 Bonds" are defined in the recitals hereo£
"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.
"Owner" of Bonds means those persons shown on the registration books kept by the Registrar
as being a registered owner of Bonds.
"Parity Bonds" means the outstanding 1991 Bonds, the 1993 Bonds and any other outstanding
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.
"Paying Agent" means the paying agent appointed pursuant to Section 27 of this Resolution.
"Refunded Bonds" means those First 1986 Bonds maturing on or after October 1, 1997 and those
Second 1986 Bonds maturing on or after October 1, 1997.
"Registrar" means the registrar appointed pursuant to Section 27 of this Resolution.
"Reserve Fund Surety Policy" is defined in Section 15 hereof.
"Reserve Requirement" is defined in Section 15 hereo£
"Resolution" means this Resolution of the City Council.
"S&P" means Standard & Poor's, a division of McGraw-Hill, Inc. or any successor to said
division.
"Second 1986 Bonds" means the Electric Revenue Bonds, Second Issue of 1986 referred to in
the recitals hereo£
"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden
City, New York 11530, Fax (516) 227-4039 or 4190; Midwest Securities Trust Company, Capital
Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax (312) 663-2343;
Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia,
Pennsylvania 19103, Attention: Bond Department, Fax (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, setting forth certain
certifications of the City and instructions as to compliance with the provisions of Section 103(a) of
the Code, executed and delivered by the City on the date of delivery of the Bonds, as amended or
supplemented from time to time.
"Treasurer" means the Treasurer of the City.
"Written Consent" means the consent of the Bondholders referred to in Section 15 of this
Agreement.
SECTION 2. Purpose of Bonds; Equality of Bonds, Pledge of Revenues. 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 purpose of refunding
the Refunded Bonds, including the payment of costs and expenses incidental thereto. Pursuant to
Section 1210 and Section 1210.1 of the City Charter, Ordinance No. 4414 and this Resolution, the
Bonds 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 Enterprise,
and all of the Gross Revenues of the Enterprise arc 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 redemption prior to maturity of any Bonds
subject to call and redemption or payment of any 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. 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 and any
premium upon the redemption of any thereof 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 or
coupons, if any, 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 and any premium upon
the redemption of any thereof are not a debt of the City or a legal or equitable pledge, charge, lien
or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the
Gross Revenues.
SECTION 4. Description of Bonds. The Bonds shall be issued as fully-registered Bonds 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 1996". The Bonds shall be dated October 1, 1996, 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
from their date payable semi-annually on the first days of April and October of each year,
commencing April 1,1997, as set forth in the Manager's Determination Certificate.
The Bonds may be numbered in such manner as the Registrar deems appropriate so long as each
Bond receives a distinctive number. The City Council hereby determines that the maximum rate of
interest which may be paid on any maturity of the Bonds shall be 8.00% per annum. The City
Council hereby determines that the actual rate of interest which shall be paid on the Bonds of each
maturity shall be determined upon the sale of the Bonds and the interest rate for each such maturity
of the Bonds shall be set forth in the Manager's Determination Certificate. The maturity dates for
serial bonds and any term bonds shall be set forth in the Manager's Determination Certificate, except
that the final maturity date for the Bonds shall not be later than October 1, 2007. The Public
Utilities General Manager (or in the place and instead of the Public Utilities General Manager, the
Assistant General Manager for Finance and Administration) 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 issued by the City. Each Bond shall bear interest from the interest payment
date next preceding the date of its authentication until paid, 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 March 15, 1997, such Bond shall bear interest from October 1, 1996;
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
ifnointerest has been paid, from October 1, 1996. Interest shall be calculated on the basis ofa 360-
day year of 12 30-day months.
The Bonds designated as serial bonds in the Manager's Determination Certificate are sometimes
referred to herein as "serial Bonds" and the Bonds designated as term bonds in the Manager's
Determination Certificate are sometimes referred to herein as "term Bonds."
SECTION 5. Book-Entry Form. (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. 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 person claiming 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 thereo£ 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 of principal of Bonds as provided
herein 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 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 reasonable
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 6. Place of Payment. If at the maturity date of any Bond, or at the redemption date
for any Bond if the same is redeemable and has been duly called for redemption, funds are available
for the payment or redemption thereof in full accordance with the terms of this Resolution, said
Bonds shall then cease to bear interest. Subject to the provisions of Section 5 hereof, the principal
of the Bonds and any premium upon the redemption thereof shall be payable in lawful money of the
United States of America at the corporate trust offices of U.S Trust Company of California, N.A.
in Los Angeles, California, or at the option of the owner, at any other paying agent of the City in
New York, New York. Subject to the provisions of Section 5 hereof, interest on the Bonds shall be
payable by check or draft mailed to the registered owner on the registration records maintained by
the Registrar, determined as of the close of business on the 15th day of the calendar month (whether
or not a business day) immediately preceding an interest payment date (including the date on which
the principal of a Bond is to be paid).
SECTION 7. Execution and Authorization of Bonds. The Mayor of the City and the
Treasurer are hereby authorized and directed to sign the Bonds by their printed, lithographed or
engraved facsimile signatures, and the City Clerk of the City is hereby authorized and directed to
countersign the Bonds by his or her manual or facsimile signature and to affix thereto or otherwise
reproduce thereon the corporate seal of the City.
The Bonds shall bear thereon a certificate of authentication, in substantially the form set forth
in Section 24 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
as provided in Section 5 hereof The Bonds shall be transferable only upon the books of the City,
which shall be kept for such purposes at the corporate trust offices in Los Angeles of the Registrar,
by the registered owner thereof in person or by his attorney duly authorized in writing, upon
surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly
executed by the registered owner or his duly authorized attorney. Upon the transfer of any such
registered 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 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 or
redemption price, if any, 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 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 nor any paying agent shall be affected by any notice to the contrary. The City
agrees to indemnify and save 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 the 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
the Resolution. All Bonds surrendered in any such exchanges or transfers shall forthwith be
delivered to the Registrar and canceled 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 make
a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid
with respect to such exchange or transfer. Neither the City nor the Registrar shall be required to
transfer or exchange any Bonds for a period of 15 days next preceding any selection of Bonds to be
redeemed or thereafter until at~er the first publication or mailing of any notice of redemption or any
Bonds called for redemption.
SECTION 9. Redemption of Bonds. The Bonds (except the Bonds designated in the
Manager's Determination Certificate as term Bonds) may not be redeemed at the option of the City
prior to maturity.
The Bonds designated as term Bonds may be subject to mandatory sinking fund redemption prior
to maturity at the principal amount thereof plus accrued interest to the redemption date as provided
in Section 13 hereof, on the dates and in the amounts set forth in the Manager's Determination
Certificate. The term Bonds to be so redeemed shall be selected by lot within said maturity.
The interest payment date on which Bonds which are called are to be presented for redemption
is herein sometimes called the "redemption date."
(a) Notice of Redemption. The Registrar shall, at least 30 days but not more than 60 days
prior to the redemption date, mail by first class, postage prepaid, a notice to the registered owners
thereof at the addresses appearing on the registration records maintained by the Registrar, as of the
date of such notice of the intended redemption of the Bonds. The notice of redemption shall (a) state
the redemption date; (b) state the redemption price; ~c) state the numbers and date of maturity of the
Bonds to be redeemed; provided, however, that whenever any call includes all of the outstanding
Bonds subject to redemption, the numbers of the Bonds need not be stated; (d) require that such
Bonds be surrendered at the corporate trust office of U.S. Trust Company of California, NA. in Los
Angeles, California, or at the option of the owner, at any other paying agent of the City; and (e) give
notice that further interest on such Bonds will not accrue after the designated redemption date. If
this Resolution is amended to permit the Bonds to be issued in coupon form, a similar notice of the
intended redemption shall be published once in a newspaper of general circulation in the City of
Anaheim, California, and once in a daily newspaper or financial journal published in or near the
Borough of Manhattan, New York, said publications to be at least 30 days but not more than 60 days
prior to the redemption date.
The actual receipt by the owner of any Bond of notice of such redemption shall not be a
condition precedent to redemption, and failure to receive such notice shall not affect the validity of
the proceedings for redemption of such Bonds or the cessation of interest on the redemption date.
The mailed notice or notices required by this Section shall be given by the Registrar. A certificate
by the Registrar that notice of call and redemption has been given to owners of registered Bonds as
herein provided shall be conclusive as against all parties, and no bondowner whose Bond is called
for redemption may object thereto or object to the cessation of interest on the redemption date fixed
by any claim or showing that he failed to receive actual notice of call and redemption.
(b) Redemption Fund. Prior to the redemption date there shall be established a redemption
fund to be described as the Electric Revenue Bonds Redemption Fund (herein referred to as the
"Redemption Fund"), and prior to the redemption date there shall be set aside in the Redemption
Fund moneys available for the purpose and sufficient to redeem, at the prices payable as in this
Resolution provided, the Bonds designated in such notice of redemption. Said moneys shall be set
aside in the Redemption Fund solely for that purpose and shall be applied on or after the redemption
date to payment of the Bonds to be redeemed upon presentation and surrender of such Bonds. Any
accrued interest due on or prior to the redemption date upon Bonds shall be paid from the Bond
Service Account. If, after all of the Bonds have been redeemed and canceled or paid and canceled,
there are moneys remaining in the Redemption Fund, said moneys shall be transferred to the
Revenue Account; provided, however, that if said moneys are part of the proceeds of refunding
bonds said moneys shall be transferred to the fund or account created for the payment of principal
of and interest on such refunding bonds. The Redemption Fund may also be used to provide for the
redemption of outstanding Parity Bonds.
(c) Effect of the Notice of Redemption. When notice of redemption has been given, and
when the amount necessary for the redemption of the Bonds called for redemption is set aside for
that purpose in the Redemption Fund, the Bonds designated for redemption shall become due and
payable on the redemption date, and upon presentation and surrender of said Bonds at the place
specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption
price out of the Redemption Fund, and no interest will accrue on such Bonds called for redemption
after the redemption date specified in such notice, and the owners of said Bonds so called for
redemption after such redemption date shall look for the payment of such Bonds only to said
Redemption Fund. All Bonds redeemed shall be canceled forthwith and shall not be reissued. All
unpaid interest payable at or prior to the redemption date shall continue to be payable to the
respective registered owners of such Bonds, or their order, but without interest thereon.
SECTION 10. Funds and Accounts.
A. The Treasurer shall maintain all funds and accounts created under or caused to be
maintained by the 1986 Bond Resolutions and required to be maintained under the terms of said
resolutions until such time as the 1986 Bonds have been refunded in full. Thereafter, the Treasurer
shall continue to maintain the following funds and accounts, heretofore created under Resolution
No. 72R-83 of the City adopted on March 14, 1972, Resolution No. 76R-149 of the City adopted
on March 30, 1976, 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"); and
(2) Electric System Surplus Revenue Fund (the "Surplus Fund"); and
(3) Electric Revenue Bonds, Issue of 1972, Electric System Revenue
Bond Reserve Fund (the "Reserve Fund").
B. The Treasurer shall continue to maintain or cause to be maintained the Electric
Revenue Bonds, Issue of 1991, Construction Account in the Electric Revenue Fund so long
as the Electric Revenue Bonds, Issue of 1991 of the City remain outstanding.
C. The Electric Revenue Bonds, Issue of 1996, Costs of Issuance Account (the
"Costs of Issuance Account") and the Electric Revenue Bonds, Issue of 1996, Sinking
Account (the "Sinking Account") are hereby created in the Electric Revenue Fund. The cost
of Issuance Account shall be maintained by the Treasurer until such time as the Treasurer
determines said account is no longer needed for the purposes hereinafter described. The
Sinking Account shall be maintained by the Treasurer until such time as there are no longer
outstanding any term Bonds subject to mandatory sinking fund redemption.
D. 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) Simultaneously with the issuance and delivery of the Bonds, the following transfers and
deposits of moneys which are attributable to, or derived from proceeds o£ the Bonds, shall be made:
(1) The amount from the proceeds of the Bonds necessary, if any, to
cause the amount in the Reserve Fund to equal Maximum Annual Debt Service shall
be deposited in the Reserve Fund.
(2) Them shall be deposited in each escrow account in the Escrow Fund
by or on behalf of the City moneys in the amounts required by the Escrow
Agreement which, when combined with amounts transferred to each escrow account
in the Escrow Fund as provided in subparagraph (b) below, shall be sufficient to
purchase the Escrow Securities (as defined in the Escrow Agreement) required for
each escrow account, the principal and interest on which when due, will (i) provide
moneys which will be sufficient to pay the redemption price on the date determined
by the City, after due notice is given, of all outstanding First 1986 Bonds on the
redemption date determined by the City, including interest due on all outstanding
First 1986 Bonds to the redemption date thereof; and (ii) provide moneys which will
be sufficient to pay the redemption price on the redemption date determined by the
City, after due notice is given, of all outstanding Second 1986 Bonds on the
redemption date determined by the City, including interest due on all outstanding
Second 1986 Bonds to the redemption date thereof.
J:'~ECG~ N^HEIM',~6R EFU N D~[~ON DDO(3S~BON DR ~,S8 DOC ] 6
(3) The amount of the accrued interest received by the City with respect
to the Bonds shall be deposited in the Bond Service Account. The amount of
accrued interest with respect to the Bonds shall be credited against the monthly
transfer required with respect to the Bonds by Section 13.A.(I) hereof for said
month.
(b) Simultaneously with the issuance and delivery of the Bonds, that 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 a certificate given as of such date by an Authorized Representative, together with such
portion of the moneys in the Bond Service Account specified in said certificate, shall be transferred
to the Escrow Fund in the amounts specified in said certificate.
(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, in addition to but on a parity with the transfers to the Bond Service Fund
required by Section 14 of the 1991 Bond Resolution and the 1993 Bond Resolution:
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 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; and
(2) one-twelfth of the principal amount which will mature and be payable
on the outstanding serial Bonds and serial Parity Bonds within the next ensuing
twelve months; and
(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
payment 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 11 A(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 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 13 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 13 after the issuance of the
Bonds and prior to such first principal payment date.
B. The Finance Director shall allocate to the Sinking Account, each month during the
twelve-month period preceding the dates set forth below, in addition to any amounts which may be
specified in any Parity Bond Resolution with respect to any term Parity Bonds to be issued by the
City in the future, one-twelfth of the amount required in order to pay the principal of the respective
amounts of term Bonds which shall be called and redeemed on the dates set forth in the Manager's
Determination Certificate for any term Bonds designated therein which are subject to sinking fund
redemption, unless such amounts are used to purchase term Bonds as provided in this Section.
C. In any event, such sums shall be allocated from the Revenue Account to the Bond Service
Account and the Sinking Account so that the full amount required to pay, as it becomes due, the
interest on said 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, the Bond Service Fund 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, the Sinking Account or
from the Redemption Fund established in accordance with Section 9(b) of this Resolution.
Moneys in the Sinking Account shall be used to redeem any outstanding term Bonds and Parity
term Bonds at the times and in the amounts as provided in the Manager's Determination Certificate
as provided in this Section and as provided in any Parity Bond Resolution. Any such call and
redemption of term Bonds shall be made in accordance with Section 9 hereof, and for that purpose
moneys in the Sinking Account may be transferred to the Redemption Fund for the payment of
principal upon redemption of any term Bonds called for redemption prior to maturity.
Moneys in the Sinking Account may also be used, prior to the date when any term Bonds or term
Parity Bonds are selected by lot, in lieu of(or partially in lieu of) mandatory call and redemption
on the next succeeding sinking fund redemption date, for the purchase of any such term Bonds or
parity term 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 canceled or paid and
canceled (or provision is made therefor) there are moneys remaining in the Bond Service Account,
the Sinking Account or in the Reserve Fund in excess of Maximum Annual Debt Service, 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 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 Fund or the Bond Service Account or the Sinking Account (in the case of the Bonds
and any other Parity Bonds) are insufficient therefor. For that purpose, the Paying Agent or the
Treasurer, as appropriate, shall withdraw and transfer sufficient moneys from the Reserve Fund to
the Bond Service Fund, the Bond Service Account, or the Sinking Account, as the case may be. If
at any time the moneys in the Reserve Fund are insufficient to make all such required transfers, the
available moneys in the Reserve Fund shall be distributed pro rata towards the required deposits.
Whenever moneys are withdrawn from the Reserve Fund to pay principal of and interest on
outstanding Bonds and Parity Bonds 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 Bonds or Parity Bonds during such Fiscal Year), then in each month during such Fiscal
Year, prior to the transfer from the Revenue Account pursuant to Section 12 in each month, there
may be transferred from the Reserve Fund to the Revenue Account an amount equal to one-twelfth
of the difference between the two calculations of Maximum Annual Debt Service. For purposes of
calculating amounts required to be in the Reserve Fund during such Fiscal Year, the amounts so
transferred shall be deemed to be on deposit in the Reserve Fund. Such amounts shall be used only
for the purposes set forth in this Section 15 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.
If an Authorized Representative has delivered to the City Clerk on or before November 1, 1996
the certificate required by resolution of this Council evidencing the consent of the Bondholders to
the amendment of Resolution No. 72R-83 (the "Written Consent"), the following provisions shall
apply to the Bonds and all Parity Bonds outstanding and hereafter issued:
The amount on deposit in the Reserve Fund shall be maintained at the Reserve Requirement at
all times. The term "Reserve Requirement" means maximum annual debt service on all outstanding
Bonds and Parity Bonds. In lieu of the deposit of cash into the Reserve Fund to satisfy the Reserve
Requirement, there may be deposited in said Reserve Fund, at any time and from time to time, in
order to satisfy the Reserve Requirement with respect to all or a portion of the outstanding Bonds
and Parity Bonds, one or more Reserve Fund Surety Policies meeting the requirements of this
Resolution. A Reserve Fund Surety Policy may be deposited in substitution for cash or investments
held or to be deposited in the Reserve Fund, in substitution for any Reserve Fund Surety Policy
theretofor deposited in the Reserve Fund, or in substitution for any combination of cash, investments
and Reserve Fund Surety Policies.
"Reserve Fund Surety Policy" means any of the following:
(a) a surety bond or an insurance policy issued to the City or any paying agent for the City
by a company licensed to issue an insurance policy (a "Municipal Bond Insurer") guaranteeing the
full and complete payments to be made by the City from the Reserve Fund that are to be applied to
the payment of debt service on outstanding Bonds and Parity Bonds, as such payments are due,
provided that the amounts available for payment pursuant to any one demand for payment shall not
exceed the limit set forth in the Reserve Fund Surety Policy, if the claims paying ability of the issuer
thereof shall be rated "AAA" by S&P and "Aaa" by Moody's, respectively; or
(b) a surety bond or an insurance policy issued to the City or any paying agent for the City
by an entity other than a Municipal Bond Insurer, so long as the claims paying ability of the issuer
thereof shall be rated "AAA" by S&P and "Aaa" by Moody's, respectively, if the form and substance
of such instrument and the issuer thereof are such that the instrument has a revolving feature under
which the amount available thereunder will be reinstated to the extent of any reimbursement of
draws or claims paid; or
(c) a Qualified Credit Instrument.
"Qualified Credit Instrument" means an unconditional and irrevocable letter of credit issued in
favor of the City or any paying agent for the City by a financial institution rated at least "AA" by
S&P and "Aa" by Moody's to satisfy the Reserve Requirement applicable to an outstanding issue
or series of Bonds or Parity Bonds. A Qualified Credit Instrument that is for a term shorter than the
final maturity of the Outstanding Bonds or Parity Bond shall provide that a draw in the full stated
amount of the Qualified Credit Instrument shall be made not later than 10 days prior to the
expiration of the Qualified Credit Instrument, unless prior to said date, the City shall have supplied
in substitution therefor another Reserve Fund Surety Policy or shall have deposited cash or
investments in the Reserve Fund, or a combination of cash, investments and one or more Reserve
Fund Surety Policies, in an amount sufficient to cause the amount in the Reserve Fund to be at least
equal to the Reserve Requirement.
In the event that the Reserve Fund contains one or more Reserve Fund Surety Policies, the
following additional provisions shall apply with respect to transfers from the Reserve Fund:
(a) a drawing or claim shall be made under one or more Reserve Fund Surety Policies to the
extent that amounts held in the Bond Service Account for payment of principal and interest on any
interest payment date on any Bonds or Parity Bonds shall be insufficient therefor, if and to the extent
such Reserve Fund Surety Policy has been deposited by the City or any paying agent for the City
to satisfy the Reserve Requirement with respect to any Bonds or Parity Bonds.
(b) Each such Reserve Fund Surety Policy shall provide that the City or any paying agent
for the City shall be entitled to draw amounts thereunder when required by the provisions of the
resolutions providing for the issuance of the Bonds or Parity Bonds to make transfers from the
Reserve Fund to the Bond Service Account in the event of a deficiency in the Bond Service
Account.
(c) Upon deposit by the City of any Reserve Fund Surety Policy in the Reserve Fund, the
City may withdraw from the Reserve Fund and transfer to the Electric Revenue Fund an amount
equal to the face value of such Reserve Fund Surety Policy, so long as the balance in the Reserve
Fund is not less than the Reserve Requirement.
(d) Demands for payment on any applicable Reserve Fund Surety Policy for any amounts
required to be drawn hereunder shall be made in the manner and as provided in such Reserve Fund
Surety Policy. All amounts received therefrom shall be deposited into the Reserve Fund and
transferred to the Bond Service Account in accordance with the resolutions providing for the
issuance of the Bonds and Parity Bonds. Prior to replenishing the Reserve Fund so as to restore the
balance therein to the Reserve Requirement, the City shall reimburse any provider of the Reserve
Fund Surety Policy for amounts owed to such provider relating to a draw under such Reserve Fund
Surety Policy; provided, however, that if at any time there shall be held in the Reserve Fund both
cash and one or more Reserve Fund Surety Policies, any amounts to be used for restoration of the
balance of the Reserve Fund to the Reserve Requirement and for reimbursement of any providers
of Reserve Fund Surety Policies shall be applied by the Cityprorata in accordance with the initial
transfer of cash and draws on said Reserve Fund Surety Policies.
(e) The City shall maintain adequate records verified with the provider of any Reserve Fund
Surety Policy as to the amount available to be drawn at any given time under any Reserve Fund
Surety Policy and as to amounts paid and owing to any such provider under the terms of any
financial guaranty agreement relating thereto.
(f) On the date of issuance and delivery of any Bonds or Parity Bonds issued by the City after
October 1, 1996, and concurrently with the delivery of a Reserve Fund Surety Policy for deposit into
the Reserve Fund after October 1, 1996, the City shall certify in writing to the paying agents for the
outstanding Bonds and Parity Bonds that the balance in the Reserve Fund as of the date of issuance
or the date of such deposit, as applicable, including cash and investments held therein and the face
amount of each Reserve Fund Surety Policy so deposited, together with the face amount of any
Reserve Fund Surety Policy previously deposited in the Reserve Fund with respect to outstanding
Bonds or Parity Bonds, is at least equal to the Reserve Requirement.
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, to the Bond Service Fund, 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 Fund. All moneys remaining in the Revenue Account after all
transfers required hereunder have been made, and all covenants contained herein have been duly
performed, including particularly Covenant 12 of Section 20 hereof, shall be transferred to the
Surplus Fund.
Moneys in the Surplus 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. 4417 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 Bonds or 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 interest) shall not exceed the principal amount or the redemption
price of the callable Bonds or 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 20. 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, together with
the premium thereon, if any be payable, on the date, at the place and in the manner mentioned in the
Bonds and coupons and in accordance with this Resolution, and that the payments into the Bond
Service Account, the Sinking Account and the Reserve Fund will be made, all in strict conformity
with the terms of the 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.
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 thereo£
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 and premiums, if
any, due upon the call and redemption thereof, of 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 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. Insurance. The City covenants that it shall at all times maintain with
responsible insurers all such insurance on the Enterprise as is customarily maintained by similar
utilities systems with respect to works and properties of like character against accident to, loss of
or damage to such works or properties and against loss of revenues. 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 any insurance required by this
Covenant 5 through a self-insurance program.
Covenant 6. Records and Accounts. The City covenants that it shall keep proper books
of record and accounts of the Enterprise, separate from all other records and accounts, in which
complete and correct entries shall be made of all transactions relating to the Enterprise. Said books
shall at all times be subject to the inspection of the owners of not less than 10% of the outstanding
Bonds or their representatives authorized in writing
The City covenants that it will cause the books and accounts of the Enterphse 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 se[vices of the 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.
Covenant 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) above. 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 Additional 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.
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 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 to be outstanding immediately subsequent to the incurring
of such additional indebtedness.
(b) Parity Bonds may also be issued to refund outstanding Bonds or Parity Bonds if,
afmr 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 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 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. Arbitrage. The City covenants that under no circumstances shall any
initial investment, subsequent investment or reinvestment of the proceeds of the Bonds be made in
such a manner as to result in the Bonds becoming "arbitrage bonds" under Section 148 of the Code.
Covenant 12. 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 nationally recognized bond
counsel 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 Bondowners
under this 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 or coupon 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 or for redemption shall upon payment
therefor be canceled immediately. Any Bonds purchased by the City as authorized herein shall be
canceled forthwith and shall not be reissued.
SECTION 23. Consent of Bondowners. Except as permitted by paragraphs (c) and (d)
of Section 29 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 hav~ been obtained. Any
act relating to the amendment, waiver or modification of any of the said covenants consented to by
bondowners holding 60% in aggregate principal amount of the outstanding Bonds, exclusive of
Bonds, if any, owned by the City, shall be binding upon the owners 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 bondowner shall have any right or interest to object to such action or in any manner to question
the propriety thereof or to enjoin or restrain the City or any officer thereof from taking any action
pursuant thereto.
Bondowners may consent by affirmative vote at a bondowners' meeting or may consent in
writing without a meeting, all as hereinafter provided.
No such amendment, waiver or modification shall be made which will permit (a) a change in the
maturity or term of redemption of the principal of any Bond or any installment of interest thereon
or a reduction in the principal amount of or redemption price or redemption premium or rate of
interest upon any Bond without the consent of the owner 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 Bondowners' Meeting. If the City shall desire to obtain any such consent it may
call a meeting of bondowners, by resolution, for the purpose of considering the action, the consent
to which is desired.
(b) Notice of Meeting. Notice specifying the purpose, place, date and hour of such meeting
shall be published once in a financial newspaper or journal of national circulation published in or
near the City of New York, New York, not less than sixty days and not more than ninety days prior
to the date fixed for the meeting. Such notice shall set forth the nature of the proposed action,
consent to which is desired. The City Clerk of the City shall, on or before the first publication of
such notice, mail a similar notice, postage prepaid, to the respective registered owners thereof at
their addresses appearing on the Bond registry books. The place, date and hour of holding such
meeting and the date or dates of publishing and mailing such notice shall be determined by the City,
in its discretion.
The actual receipt by any bondowner of notice of any such meeting shall not be a condition
precedent to the holding of such meeting, and failure to receive such notice shall not affect the
validity of the proceedings thereat. A certificate by the City Clerk, approved by resolution of the
City Council, that the meeting has been called and that notice thereof has been given as herein
provided shall be conclusive as against all parties and it shall not be open to any bondowner to show
that he failed to receive notice of such meeting.
(c) Voting Oualifications. Any bondowner may, prior to any such meeting, deliver his 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 owners 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 name appears
upon such list or unless he shall present his 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
name on such list, unless he shall produce the Bonds upon which he desires to vote, or a certificate
of deposit thereof as above provided.
J:~ECG'~N A h EIM~g6R E f U N D~BON DDOCS~BON DR ES8 DOC 30
(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) Ouorum and Procedure. A representation of at least 60% in aggregate principal amount
of the Bonds then outstanding (exclusive of issuer-owned Bonds) shall be necessary to constitute
a quorum at any meeting ofbondowners, 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 in person or by proxy duly
appointed by an instrument in writing presented at the meeting. The City, by its duly authorized
representative, may attend any meeting of the bondowners, but shall not be required to do so.
(f) Vote Required. At any such meeting held as aforesaid there shall be submitted for the
consideration and action of the bondowners a statement of proposed action, consent to which is
desired, and if such action shall be consented to and approved by bondowners holding at least a
majority in aggregate amount of the Bonds then outstanding (exclusive of issuer-owned 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 ofbondowners 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 ofbondowners, 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 owner at the address appearing on the bond registry books.
The actual receipt by any bondowner of such resolution and request shall not affect the validity
of the proceedings for the obtaining of such consent. A certificate by said City Clerk, approved by
resolution of the City Council, that said resolution and request has been published and mailed as
herein provided shall be conclusive as against all parties, and it shall not be open to any bondowner
to show that he failed to receive such resolution and consent.
Each written consent shall be accompanied by proof of ownership of the Bonds for which such
consent is given. Proof of ownership shall be made in such manner as shall be prescribed by the
resolution proposing the action. Any such written consent shall be binding upon the owner of the
Bonds giving such consent and on any subsequent owner (whether or not such subsequent owner
has notice thereof) unless such consent is revoked in writing by the owner giving such consent or
by the subsequent owner. To be effective, any revocation of consent must be filed before the
adoption of the resolution accepting consents as hereinafter provided.
After the owners of at least a majority in aggregate principal amount of the 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 ofbondowners under this Resolution.
(h) Publication of Consent. Notice specit~ing 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 ofbondowners and 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 Section 5 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 substantially as follows:
[BOND FORM]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ANAHEIM
ELECTRIC REVENUE BOND, ISSUE OF 1996
No.
Interest Rate: Maturity Date: Dated Date:
CUSIP:
The CITY OF ANAHEIM, a municipal corporation situated in the County of Orange, State of
Califomia (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 semiannually on the first day of April and October of each and every
year, commencing April 1, 1997, 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 I 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 prior to March 15, 1997, in which case
from October 1, 1996, 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, from October 1, 1996.
The terms and provisions of this bond and definitions of certain terms used herein are continued
on the reverse side 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 front of the bond.
This bond shall be negotiable, subject with respect to transfer to the provisions for registration
set forth on the reverse hereof 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 WITNESS WHEREOF, the City of Anaheim has caused this bond to be signed by the Mayor
and the City Treasurer of the City by their facsimile signatures, countersigned by the City Clerk of
said City by her facsimile signature, and sealed with the corporate seal of the City, and has caused
this bond to be dated October 1, 1996.
Mayoi
COUNTERSIGNED:
City Cleik City T~ easure~
(SEAL)
[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.
Re~i.h a~
By: Aatho~ ized
Date of Authentication and Registration:
[REVERSE OF BOND]
Both principal of and interest on this bond are payable in lawful money of the United States of
America. The principal on this bond and any premium upon the redemption thereof are payable at
the corporate trust offices of U.S. Trust Company of California, N A. in Los Angeles, California,
or, at the option of the owner, at any other paying agent of the City in New York, New York.
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 1996" (the "Bonds"), all of which have been issued pursuant to Sections 1210 and
1210.1 of the City Charter and Ordinance No. 4414, as amended, of the City Council (the
"Ordinance"), for the purpose of refunding the City's outstanding Electric Revenue Bonds, Issue of
1986 and Second Issue of 1986, maturing on or after October 1, 1997, 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. 96R- (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 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 and any premium upon the redemption hereof are not a debt
of the City, nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or
upon any of its income, receipts, or revenues, except the 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 and any premium upon the redemption hereof 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, interest and premium 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 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 60% in aggregate principal amount
of the outstanding Bonds, exclusive of issuer-owned Bonds.
If this Bond matures on October 1, 20__ [final maturity], it is subject to mandatory sinking fund
redemption prior to maturity at the principal amount thereof plus accrued interest to the redemption
date as more fully set forth in the Resolution.
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 duly authorized attorney) at the corporate trust offices of U.S. Trust
Company, N.A. in Los Angeles, California, as Registrar, 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 corporate trust offices of the Registrar, by the registered
owner hereof in person, or by his duly authorized attorney, upon surrender of this bond together with
a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner
or his duly authorized attorney, and thereupon a new registered bond, 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 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.
[End of Bond Forms]
SECTION 25. Temporary 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. Authorization of Escrow Agreement. The City Council hereby approves
the Escrow Agreement, dated as of October 1, 1996, relating to the defeasance of the Refunded
Bonds, by and between the City and the Escrow Agent in substantially the form presented to this
meeting, with such changes as the City Attorney shall approve (such approval to be conclusively
evidenced by his execution of such Agreement). The City Council hereby creates the escrow
accounts provided for in such Escrow Agreement, such accounts to be held and applied in
accordance with the Escrow Agreement.
The City Council hereby authorizes the Mayor, the City Manager, the City Treasurer, the Public
Utilities General Manager, the Assistant General Manager for Finance and Administration 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 U.S. Trust Company of California, NA., Los Angeles,
California.
SECTION 27. Appointment of Paying Agent and Registrar. The City Council hereby
appoints U.S. Trust Company of California, N.A. in Los Angeles, California, as Paying Agent and
Registrar of the City for the Bonds.
SECTION 28. Further Action. The Mayor, City Manager, the Public Utilities General
Manager, the Assistant General Manager for Finance and Administration, 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 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 29. 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. 4414 and Ordinance No. 2980 of the City Council or any law of the State of
California. No waiver of any default or breach of duty or contract by any bondowner shall affect
any subsequent default or breach of duty or contract or shail 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 fight 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
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 irrepealable, but
shall be subject to modification to the extent and in the manner provided in this Resolution, but to
no greater extent and in no other manner.
(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 contrary
to 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
J:~CG~A NAH EIM~96R EFUN D~BON DDOCS~BON DR ES8 DOC 38
(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.
SECTION 30. 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, interest and premium, if any, to
become due thereon at maturity or upon call and redemption prior to maturity. Such provision shall
be deemed to be adequate if the City shall have irrevocably set aside, in a special trust fund or
account, moneys which when added to the interest earned or to be earned from the investment or
deposit thereof shall be sufficient to make said 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 31. 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 the 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 32. Unclaimed Moneys. Moneys held by the Registrar or otherwise for the
payment and discharge of the principal or interest with respect to any of the 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 33. 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 Resolution, the City Charter and the
Constitution and laws of the State of California.
SECTION 34. Officials and Officers Authorized to Act. Any Authorized Representative
is hereby authorized to act for and on behalf of the City 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 35. Effective Date. This Resolution shall take effect immediately.
ADOPTED, SIGNED AND APPROVED this 10t. h day of September, 1996.
[SEAL]
Attest:/. ,~
City Clerk
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-154 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 s~gned said Resolution
No. 96R-154 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 odginal of Resolution No. 96R-154 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
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. 96R-154 which was duly adopted by
the City Council of the City at a special meeting duly called, noticed and held on September l0
1996, at which a quorum was present and acting throughout and that Resolution No. 96R-154 has
not been modified, amended or repealed and is in full force and effect.
1N WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City to be affixed
this loth dayof September ,1996.
(SEAL)
CityClerk
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. 96R-:l. 54which was duly adopted by
the City Council of the City at a special meeting duly called, noticed and held on September 10
1996, at which a quorum was present and acting throughout and that except for Resolution No. 96R-
154, Resolution No. 96R- 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 10 day of $ept. eznbe~r1996
(SEAL)
City Clerk
EXHIBIT A
GENERAL MANAGER'S DETERMINATION CERTIFICATE
I, Edward K. Aghjayan, Public Utilities General Manager of the City of Anaheim (the "City"),
do hereby certify pursuant to Section 4 of Resolution No. 96- of the City adopted on
September __, 1996, that the principal amount of the Electric Revenue Bonds, Issue of 1996 (the
"Bonds") for each year of maturity, and the respective interest rates with respect to the Bonds,
which do not exceed 8.00%, are set forth below:
Due Principal Due Principal
October 1, Amount Interest Rate October 1, Amounts Interest Rate
The Bonds maturing in the years to inclusive shall be designated
as "serial bonds" and the Bonds maturing in the year shall be designated
as "term bonds". The term Bonds shall/shall not be subject to mandatory sinking
fund redemption. [If subject to mandatory sinking fund redemption, the following
table shall be completed:
Redemption Date Principal Amount
Refunded Bonds: the 1986 Bonds maturing on or after October 1, 1997, and the
Second 1986 Bonds maturing on or after October 1, 1997.
Deposit to Reserve Account (if any):
All capitalized terms employed herein which are not defined herein shall have the
same meanings as in Resolution 96R-__ of the City, adopted September __, 1996.
Dated:
Public Utilities General Manager
CITY OF ANAHEIM