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92-0981101D~65 nlllW:[gDQ:rhc 04[22/92 CITY OF ANAIIEIM RESOLUTION NO. 92R- 98 RESOLUTION OF TIIE CITY COUNCIL OF THE CITY OF ANAHEIM PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1992/1993 AND THE ISSUANCE AND SALE OF 1992 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the City Council of the City of Anaheim (the "City"), as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part I of Division 2 of Title 5 of the California Governmeat Code (the "Law"), this City Council (the "Council") has fouud and determined that moneys are needed for the requirements of the City, a municipal corporation and chartered city duly organized and existing under the laws of the State of California, to satisfy obligations payable from the General Fund of the City (the "General Fund"), and that it is necessary that said sum be bon'owed for such purpose at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the City for the General Fund during or allocable to the fiscal year of the City beginning July 1, 1992, and ending June 30, 1993 ("Fiscal Year 1992/1993"); NOW, TttEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Limitation on Maximum Amount. The priucipal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the City for the General Fuud attributable to Fiscal Year 1992/1993, and available for the payment of said uotes and the interest thereon (as hereinafter provided). Section 2. Authorizatiou and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the City for the General Fund during or allotable to Fiscal Year 1992/1993, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of nineteen million dollars ($19,000,000) by the issuance of temporary notes under the Law, designated "City of Anaheim (Orange County, California) 1992 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated July 1, 1992, shall mature (without option of prior redemption) on July 30, 1993, and shall bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate determined in accordance with the bid of the successful bidder or bidders for the Notes approved by the Finance Director or his designee, pursuant to authority delegated by the Council. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 3. Form of Notes; Book Entry Only System. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from I consecutively upward in order of issuance, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP" identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the City to use such CUSIP numbers in any notice to tile registered owners of the Notes shall not constitute an event of default or any violation of the City's contract with such owners and shall not impair the effextiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The City may treat DTC (or its nonfinee) as tile sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the City shall not be affected by any notice to the contrary. The City shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant (a "Beneficial Owner"), or any other person not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The City shall pay all principal and interest with respect to the Notes only to DTC or its nominee, 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 with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the City detemfines that it is in the best inlerest of the Beneficial Owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the City shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Notils as described in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 4. Use of Proceeds. The proceeds of the sale of the Notes shall be deposited in a segregated account in the General Fund and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund. Section 5. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund for Fiscal Year 1992/1993. As security for the payment of the principal of and interest on the Notes the City hereby pledges the first "unrestricted moneys" (as hereinafter defined) to be received by the City (a) in the amount of $6,500,000 in the month of December, 1992, (b) in the amount of $6,500,000 in the month of April, 1993, and (c) in the amount of $6,000,000, plus an amount sufficient to pay interest as due on the Notes at their maturity, in the -2- month of June, 1993 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon aud shall be payable froln the Pledged Revenues. To the extent not so paid from the Pledged Reveuues, the Notes shall be paid from any other moneys of the City lawfully available therefor. In the event that there are insufficient "unrestricted moneys" received by the City to permit the deposit into the Repayment Account (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in aoy month by the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund for Fiscal Year 1992/1993 and which are generally available for the payment of current expenses and other obligations of the City. Section 6. Repayment Account, There is hereby created, within the General Fund, a special account to be designated the "1992 Tax and Revenue Anticipation Note Repayment Account" (the "Repayment Account") and applied as directed in this Resolution. Any money placed in the Repayment Account shall be for the benefit of the owners of the Notes and, until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Account shall be applied solely for the purposes for which the Repayment Account is created; provided, however, that any interest earned on amounts deposited in the Repayment Account shall periodically be transferred to the General Fund. During the months of December, 1992, April, 1993, and June, 1993, the City shall deposit all Pledged Revenues in the Repayment Account. On July 30, 1993, the City shall transfer to DTC the moneys in the Repayment Account necessary to pay the principal of and interest on the Notes at maturity and to the extent said moneys are insufficient therefor an amount of moneys from the Geueral Fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal of and interest on the Notes to the DTC Participants who will thereupon make payments to the Beneficial Owners of the Notes. Any moneys remaiifing in the Repayment Account after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund. Section 7. Deposit and Investment of Repayment Account. All moneys held by the City in the Repayment Account, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Account shall, to the greatest extent possible, be invested by the City Treasurer or the designee of the City Treasurer directly, or through an investment agreement, in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Account. Section 8. Execution of Notes. The Mayor, the City Manager, the City Treasurer or the Finance Director of the City is hereby authorized to execute the Notes by manual or facsimile signature, and the City Clerk of the City is hereby authorized to countersign the same by manual or facsimile signature (although at least one of such signatures shall be manual) and to affix the seal of the City thereto by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 9. Transfer of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontihue providing such services and no successor securities depository is named or DTC -3- requests the City to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 11 hereof, by the person in whose nalne it is registered, ill person or by his duly authorized attomey, upon surrender of such Note for cancellation at the office of the City Clerk, accompanied by delivery of a written instrument of transfer in a form approved by the City, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Note or Notes, for like aggregate principal alnount. Section 10. Exchange of Notes. Any Note may, in accordance with its terms, but only if the City deternfines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing sucli services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be exchanged at the office of the City Clerk for a like aggregate principal amount of Notes of authorized denominations and of the same nmturity. Section 11. Note Register. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the City Clerk shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 12. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithegraphed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Notes. If the City issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupou the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the City Clerk and the City Clerk shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 13. Notes Mutilated. Lost. Destroyed or Stolen. If any Note shall become mutilated the City, at the expense of the owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the City Clerk of the Note so mutilated. Every mutilated Note so surrendered to the City Clerk shall be canceled and delivered to, or upon the order of, the City. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, tile City, at the expense of the owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 13 and of the expenses which may be incurred by the City in the premises. Any Note issued under the provisions of this Section 13 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. Section 14. Covenants and Warranties. It is hereby covenanted and warranted by the City that all representations and recitals contained in this Resolution are true and correct, and that the City and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 15. Tax Covenants. (a) Private Business Use Limitation. The City shall assure that: (i) not in excess of ten percent (10%) of the face amount of the Notes, plus accrued interest and premium, if any, less original issue discount, if any (the "Proceeds"), is used, directly or indirectly, in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a .governmental onit and use as a member of the general public ("Private Business Use") if, in addition, the payment of the principal of, or the interest on more than 10 percent of the Proceeds of the Notes is (under the terms of the Notes or any underlying arrangement) directly or indirectly, (i) secured by any interest ill property, or payments in respect of property, used or to be used for a Private Business Use, or (ii) to be derived from payments in respect of property, or borrowed money, used or to be used for a Private Business Use; and (ii) ill the event that in excess of five percent (5%) of the Proceeds of the Notes is used for a Private Business Use, and, in addition, the payment of the principal of, or the interest on, more than five (5%) percent of the Proceeds of the Notes is (under the temps of the Notes or any underlying arrangement), directly or indirectly, secured by any interest in property, or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments in respect of property, or borrowed money, used or to be used for a Private Business Use, then, (A) said excess over said five percent (5%) of the Proceeds of the Notes which is used for a Private Business Use shall be used for a Private Business Use related to a government use of such Proceeds and (B) each such Private Business use over five percent (5%) of the Proceeds of the Notes which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. (b) Private Loan Limitation. The City shall assure that not in excess of five percent (5%) of the Proceeds of the Notes is to be used, directly or indirectly, to make or fixlance loans (excluding investments and excluding loans which enable the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function) to persons other than state or local government units. (c) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer ally action to be taken if the result of the same would be to cause the Notes to be "federally gum'anteed" within the meaning of section 149(b) of the Internal Revenue Code of 1986 (the "Code" and the regulations promulgated thereunder. (d) No Arbitrage. The City shall not take, or permit or suffer to be taken any action with respect to the Proceeds of the Notes which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date upon which there is a physical delivery of the Notes in exchange for the amount representing the purchase of the Notes by the original purchasers thereof would have caused the Notes to be "arbitrage bonds" within the meaning of section 148(a) of the Code and regulations promulgated thereunder. -5- (e) Rebate of Excess Investment Earnings to United States; Safe Harbor Rules. The City covenants that it will assure compliance with requirements for rebate of excess investment earnings to the federal government in accordance with section 148(f) of the Code, to the extent applicable. The City shall not be obligated to rebate excess investment earnings to the federal government if the City complies with the Safe Itarbor Rules (as hereinafter deftned). "Safe Harbor Rules" means the rules set forth in section 148(f)(4)(B)(iii) of the Code, which rules generally state that, in the case of an issue of tax and revenue anticipation notes, the net proceeds of the notes (incloding interest earnings thereon) shall be treated as expended for the govermnental purpose of the issue on the first day after the date of issuance that the cumulative cash flow deficit to be financed by such issue exceeds 90 percent of the aggregate face amount of such issue. "Cumulative cash flow deficit" is defined thereill to mean, as of the date of computation, the excess of the expenses paid during the period beginning on the date of issuance of the notes and ending on the earliest of the maturity of the issue, the date six months after such date of issuance or the date of computation of cumulative cash flow deficit, which would ordinarily be paid out of or financed by anticipated tax or other revenues over the aggregate amount available (other than the proceeds of the issue) during such period for the payment of such expenses. Section 16. Sale of Notes. The City Council hereby approves the Official Statelnent describing the Notes, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director or any other qoalified officer of the City. The City Council authorizes and directs the Finance Director or his designee on behalf of the City to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the '[Rule") the Official Statement prior to its distribution by the financial advisors to the City. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Finance Director or any other qualified officer of the City and such information permitted to be excluded from the Official Statement pursuant to the Rule, shall be conclusive evklence of the approval of the Official Statenlent by the City. The Finance Dkector is anthorized and directed to execute the Official Statement and a statenlent that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Notes, true and correct in all material respects and that the Official Statenlent did not, on the date of sale of the Notes, and does not, as of the date of delivery of the Notes, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Finance Director, shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The Official Statement, the Official Notice of Sale and the Bid Form are approved for distribution in the offering and sale of the Notes. The City's financial advisors, on behalf of the City and its City Clerk, are authorized and directed to caose the Official Statement, Official Notice of Sale and Bid Form to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale. The City Clerk is authorized and directed to execute the Official Notice of Sale on behalf of the City and to call for bids for the sale of the Notes. The City Council hereby delegates to the Finance Director or his designee the authority to accept the best responsible bid for the purchase of the Notes, determined in accordance with the Official Notice of Sale. The Finance Director or his designee is hereby authorized and directed to accept such bid for and in the name of the City by notice to the successful bidder. Section 17. Preparation of Notes: Official Action. Jones Hall Hill & White, A Professional Law Corporation, as Bond Counsel, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate specified in the offer submitted by the successful bidder or bidders, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the successful bidder or bidders therefor upon the receipt of the purchase price by the City in accordance with such successful bid or bids. The Mayor, the City Manager, the Finance Director, the Assistant Finance Director, the City Treasurer and the City Clerk, or any of them, are further authorized and directed to make, execute and deliver such certificates, agreements and other closing documents as are necessary to consummate the ~:ansactions contemplated by this Resolution. The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 12th day of May, 1992. by the folilowing vote: {MAYOR OF THE CITY O~ ANAHEIM/ Attest: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby ce~lfy that the foregoing Resolution No, 92Ro98 was Introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 12th day of May, 1992, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Simpson, Ehrle, Pickler, Daly and Hunter NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 92R-98 on the 13th day of May, 1992. ~=~ IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 13th day of May, 1992. (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify t~at~t.~6 fer~e~)il~.g Js the original of Resolution No. 92R-98 duly passed and adopted by the City Council of the City of',~nahelm on Ma,~ 12, 1992. EXHIBIT A [Form of Note] CITY OF ANAHEIM (ORANGE COUNTY, CALIFORNIA) 1992 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: luly 30, 1993 July 1, 1992 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: NINETEEN MILLION DOLLARS The CITY OF ANAHEIM, a municipal corporation and chartered city, duly organized and existing tarder and by virtue of the Constitution and laws of the State of California (the "City"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in fire aggregate principal amount of nineteen million dollars ($19,000,000), all of like tenor, issued pursuant to tire provisions of Resolution No. 92R- of the City Council of the City duly passed and adopted on May 12, 1992, and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of the Notes exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the City, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1992/1993. As security for the payment of the principal of and interest on the Notes the City has pledged the first "unrestricted moneys" (as hereinafter defined) to be received by the City (a) in the amount of $6,500,000 in the month of December, 1992, (b) in the amount of $6,500,000 in.the month of April, 1993, and (c) in the a~nount of $6,000,000, plus an amount sufficient to pay interest as due on the Notes at their maturity, in the month of June, 1993 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, fire Notes shall be paid from any other moneys of the City lawfully available therefor. In the event that there are insufficient "unrestricted moneys" received by the City to permit the deposit into the Repayment Exhibit A Page 1 Account (as hereinafter defioext) of the full amount of the Pledged Revenues to be deposited in auy month by the last business day of such month, then the amount of any deficiency shall be satisfied and made up froln any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund of the City for Fiscal Year 1992/1993 and which are generally available for the payment of current expenses and other obligations of the City. The Notes are issuable as fully registered Notes, without coupons, in denominations of $ l,I)00 and any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denomh~ations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denonfination or denominations, for the same aggregate principal amouut aud of the same maturity will be issued to the transferee in exchange herefor. The City may treat the Owner hereof as the absolute owner hereof for all purposes, and the City shall not be affected by any notice to the conU'ary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Anaheim has caused this Note to be executed by the Finance Director of the City and countersigned by the City Clerk of the City, and caused its official seal to be affixed hereto all as of the Issue Date stated above. CITY OF ANAHEIM By lSignaturel Finance Director IS E A L] Couutersigned: By I Signature] City Clerk Exhibit A Page 2 ABBREVIATIONS The following abbreviations. when used in the inscription on tile face of this Note, shall be construed as though they were writteu out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFF MIN ACT Custodian TEN ENT -- as ternmrs by the (Cust) (Minor) __ entireties under Uniform Gifts to Minom JT TEN -- as joint tenams with Act __ right of survivorship (State) and not ,as ternmrs in ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGtt NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns ~md transfers unto (N,'une, Address and Tax Idcntificmion or Soci,'fi Security Number of Assignee) tl~e withiu-registemd Note and hereby irrevocably constitute(s) and appoints(s) attorney. to transfer the same on tile Note register of Ihe City with fidi power of substitution in the premises. Date4: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature(s) on this assignment member finn of the New York Stock Exchange or a must correspond with tire hartke(s) as written commercial bank of trust company on the face of die within Note in every particular willlout alteration or enlargement or any change whatsoever. Exhibit A Page 3 110O<J 65 lllllW:BI)Q:rhc 04/22/92 OFFICIAL NOTICE OF SALE $19,000,000 CITY OF ANAHEIM (()range County, California) 1992 Tax and Revenue Anticipation Notes NOTICE IS 1tEREBY GIVEN that sealed proposals will be received by the City Clerk of the City of Anaheim, California (the "City"), at the offices of said City Clerk at Room 217, Civic Center, 200 South Anaheim Boulevard, Anahei~n, California 92805, at 10:00 A.M., Pacific time, OI1 TUESDAY, JUNE 2, 1992 and, without fm'ther advertising, so 101~g as a proposal has not theretofore been accepted by the Finance Director or his designee pursuant to authority delegated to him by the City Council (the "Council"), on Tuesday, June 9, 1992, and Tuesday, June 16, 1992, for the purchase of $19,000,000 principal amount of tax and revenue anticipation notes of the City (the "Notes"), more particularly described below. ISSUE AND DENOMINATION; BOOK ENTRY ONLY SYSTEM: $19,000,000 designated "City of Anaheim (Orange County, California) 1992 Tax and Revenue Anticipation Notes," consisting of fully registered notes, without coupons. The Notes will be issued in nfinimmn denominations of $1,000. The Notes will be issued in a book entry only system with no physical distribution of the Notes made to the public. The Depository Trust Company, New York, New York ("DTC"), will act as depository for the Notes which will be immobilized in its custody. The Notes will be registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the DTC system and the subsequent beneficial owners of the Notes. I)ATE AND MATURITIES: The Notes will be dated the date of delivery, and will mature on July 30, 1993. INTEREST RATE: The maximum h~terest rate bid may not exceed twelve percent (12%) per annum, payable upon maturity of the Notes. Bidders nmst specify the rate of interest which the Notes shall bear, provided that: (i) bids must be for all Notes; (ii) no Note shall bear more than one rate of interest; (iii) each Note shall bear interest from its date to its stated maturity at the interest rate specified in the bid; and (iv) the interest rate specified must be in a multiple of 1/1,000 of one percent (1/1,000th of 1%). RE!)EMIrI'ION: The Notes are not subject to call and redemption prior to maturity. PAYMENT: Both principal and interest are payable in lawful money of the United States of America to DTC which will immediately credit the account of the successful bidder or bidders as participants in the DTC system. PURPOSE OF ISSUE: The Notes are to be issued by the City and are authorized pursuant to the provisions of Article 7.6 (commencing with section 53850) of Chapter 4 of Part I of Division 2 of Title 5 of the California Government Code and the provisions of a resolution of the Council for any purpose for which the City is authorized to expend moneys. SECURITY: The Notes are obligations of the City and are secured by a pledge of and first lien and charge against the first "unrestricted moneys," as herein defined, to be received by the City (a) in the amount of $6,500,000 in the month of December, 1992, (b) in the amount of $6,500,000 in the month of April, 1993, and (c) in the amount of $6,000,000 plus an amount sufficient to pay interest as due on the Notes at their maturity, in the month of June, 1993. "Unrestricted moneys" shall mean taxes, income, revenues and other moneys intended as receipts for the General Fund of the City and which are generally available for the payment of current expenses and other obligations of the City. Said pledged moneys shall be deposited in a special account in the General Fund of the City designated the "Repayment Account," established, created and maintained by the City. Moneys shall be withdrawn from said fund for the sole purpose of paying the principal of and the interest on the Notes at their maturity. By statute, the Notes are declared to be general obligations of the City and to the extent not paid from said pledged moneys shall be paid with the interest thereon from any other moneys of the City lawfully available therefor. Under provisions of the California Constitution, the City is generally prohibited from incurring any indebtedness or liability exceeding in any year the income and revenue provided for such year, without the assent of two-thirds of its qualified electors voting at an election called for such purpose. NUMBER OF BIDS: Bidders may submit more than one bid. TERMS OF SALE BEST BID: Bids must be for all of the Notes. The Notes will be awarded on the basis of the lowest net interest cost including premium offered in the proposals. No bid for less than par and accrued interest (which interest shall be computed on a 360-day year basis) will be entertained. In the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, and aggregating a priucipal amount in excess of the principal amount of unawarded Notes are received, the City reserves the right to exercise its discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the City shall determine. RIGIIT OF REJECTION: The Finance Director or his designee, pursuant to authority delegated to him by the Council, reserves the right, in his discretion, to reject any and all bids and to waive any irregularity or intonnality in any bid. PROMPT AWARD: The Finance Director or his designee, pursuant to authority delegated to him by the Council, will take action awarding the sale of the Notes or reject all bids not later than twenty-six (26) hours after the expiration of time herein prescribed for the receipt of bids and until such expiration of time all bids received shall be irrevocable. Unless such time of award is waived by the successful bidder, the award may be made after the expiration of the specified time if the bidder shall not have given to the City notice in writing of the withdrawal of such proposal. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: It is esti~nated that the delivery of the Notes will be made to. DTC for the account of the successful bidder on or about July 1, 1992. Payment of the purchase price (less the amount of the bid check mentioned below) must be made in funds immediately available to the City by wire lransfer or other means acceptable to the City. -2- RIGI1T OF CANCELI,ATION: The successful bidder shall have the right at its option to cancel its obligation to purchase the Notes if the City shall fail to execute the Notes and tender the same for delivery within 45 days froln the date of sale thereof, and in such event, the successful bidder shall be entitled to the return of the deposit accompanying Iris bid. FORM OF BID: Bids must be for all of the Notes and must be for not less than the par value thereof. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed to the City of Anaheim at the address mentioned above not later than 10:00 A.M. on said date of sale, and endorsed "Proposal for City of Anaheim 1992 Tax and Revenue Anticipation Notes". Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, the Bid Forin attached hereto. ESTIMATE OF NET INTEREST COSTS: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the City on the basis of their respective bids, which shall be considered as infonnative only and not binding on either the bidder or the City. BID CIIECK: A certified or cashier's check drawn on a responsible bank or trust company in the amount of one percent (1%) of the principal amount of Notes, payable to the order of the City of Anaheim, must accompany each proposal as a guarantee that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal may be cashed by the City and applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the City, retained by the City. The check accompanying each unaccepted proposal will be returned promptly by the City. If only a part of the Notes bid upon in a proposal is awarded by the Finance Director or his designee, pursuant to authority delegated to him by the Council, the amount of the bid check will be prorated and the bidder may substitute a check for the prorated amount in place of the bid check accompanying the proposal. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders from notes of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the City, to certify to the City in writing that, as of the date of award, (i) the Notes were expected to be reoffered in a bona fide public offering, and (it) the price at which the Notes was expected to be sold to the public, in the form and substance satisfactory to the City and Bond Counsel. CLOSING PAPERS; LEGAL OPINION: Each proposal will be conditioned upon the City furnishing to each successful bidder, without charge, concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of such delivery: (a) The opinion of Jones Hall Hill & White, A Professional Law Corporation, Bond Counsel, approving the validity of the Notes and stating that, subject to certain qualifications, under existing law, the interest on the Notes is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on hldividuals and corporations, although for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings, and such interest is -3- exempt fi'om State of California personal income taxes, a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of an appropriate City official, acting on behalf of the City solely in his or her official and not in his or her personal capacity, that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be "arbitrage bonds" within the meaning of the lnternal Revenue Code; (c) A certificate of an appropriate City official, acting on behalf of the City solely in his or her official and not in his or her personal capacity, that tilere is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate City official, acting on behalf of the City solely in his or her official and not in his or her personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof, the Official Statement of the City pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary which would make the statements misleading in the light of the circumstances under which they were made; (e) The signature certificate of the appropriate officials of the City showing that they have signed the Notes and impressed the seal of the City thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of an appropriate City official, acting on behalf of the City solely in his or her official and not in his or her personal capacity, showing that the purchase price of the Notes has been received. INFORMATION AVAILABLE: Requests for information concerning the City should be addressed to: Mr. John C. Fitzgerald Mr. George P. Ferrone Managing Director Finance Director Seidler-Fitzgerald Public Finance City of Anaheim 515 South Figueroa Street, Sixth Floor 200 South Anaheim Boulevard Los Angeles, CA 90071 Anaheim, California 92805 (213) 624-4232 (714) 254-5119 A copy of the Official Statement relating to the Notes, dated May 15, 1992, may be obtained by contacting Seidler-Fitzgerald Public Finance, 515 South Figueroa Street, Sixth Floor, Los Angeles, CA 90071, Telephone (213) 624-4232. The Official Statement is in a form "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1) but is subject to revision, amendment and completion. The City will provide each successful bidder such number of printed copies of the Official Statenlent pertaining to the Notes as such bidder may request. Up to 50 copies of the Official Statement will be furnished without cost, on a pro rata basis depending on the principal amount of Notes awarded to such bidder, and any additional copies will be furnished at the expense of the bidder. The successful bidder or bidders shall be responsible for the pay~ncnt of any fees required to be paid to the California Debt Advisory Commission in connection with the Notes. -4- GIVEN pursuant to the resolution of the City Council of the City of Anaheim dated May 12, 1992. Dated: May 15, 1992 /s/ Leonora N. Sohl Leonora N. Sohl City Clerk -5- BID FORM PROPOSAL FOR THE PURCIIASE OF $19,000,000 CITY OF ANAHEIM (Orange County, California) 1992 Tax and Revenue Anticipation Notes 1992 City Clerk of the City of Anaheim 200 South Anaheim Boulevard, Room 217 Anaheim, California 92805 Gentlemen: We offer to purchase the $19,000,000 City of Anaheim (Orange County, California) 1992 Tax and Revenue Anticipation Notes in the principal amount, maturing and bearing interest as follows: Principal Amount Matui'itg Interest Rate $19,000,000 July 30, 1993 % and to pay therefor the principal amount thereof plus a premium of $ This proposal is ~nade subject to all the terms and conditions of the Official Notice of Sale of said Notes dated May 15, 1992, all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal. This proposal is subject to acceptance, in whole or in part, within twenty-six (26) hours after the expiration of the time for the receipt of proposals, as specified in said Official Notice of Sale. There is enclosed herewith a certified or cashier's check for one percent (1%) of the principal amount of the Notes, payable to the order of the City of Anaheim. We hereby request that (not to exceed 50) printed copies of the Official Statement pertaining to the Notes be furnished us iu accordance with the terms of said Official Notice of Sale. The following is our computation made as provided in the Official Notice of Sale, but not constituting any part of the foregoing, of the net interest cost under the foregoing proposal: Total Interest ......................... $ Less Premimn ......................... ($ ) Net interest Cost ......................... $ Net Interest Rate ......................... % Following is a list of the lnembers of our account on whose behalf this bid is made. Respectfully submitted, Name of firm Account Manager By Address Name, address and phone number of Bidder's representative to be contacted regarding closing procedures: Name Address Phone -2- 11009-65 JIIIIW:BDQ:[hc 04/22/92 NOTICE OF INTENTION $1 9,001},000 CEI'Y OF ANAHEIM (Orange County, California) 1992 Tax and Revenue Anticipation Notes NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government Code, that the City of Anaheim, California (the "City"), intends to sell, at public sale, $19,000,000 1992 Tax and Revenue Anticipation Notes. Bids will be received 10:00 A.M., Pacific time, on TUESDAY, JUNE; 2, 1992 and, without further advertising, so long as a proposal has not theretofore been accepted by the City, on Tuesday, June 9, 1992, and Tuesday, June 16, 1992, at the offices of the City Clerk of the City, Room 217, Civic Center, 200 South Anaheim Boulevard, Anaheim, California 92805, and the sale will be awarded by the Finance Director of the City or his designee, pursuant to authority delegated by the City Council, within 26 hours after the expiration of the time prescribed for the receipt of bids. [TO BE PUBLISHED IN THE BOND BUYER ON FRIDAY, MAY 15, 1992, TO BE ARRANGED BY JONES HALL HILL &WHITE]