93-074 CITY OF ANAHEIM
RESOLUTION NO. 93R- 74
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1993/1994
AND THE ISSUANCE OF SALE OF
1993 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 1 of Division 2 of Title 5 of the
California Government Code (the "Law"), this City Council (the
"Council") has found 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 borrowed 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, 1993, and ending June 30, 1994 ("Fiscal Year 1993/1994");
NOW, THEREFORE, it is hereby DETERMINED and ORDERED as
follows:
Section 1. Limitation on Maximum Amount. The principal
amount of notes issued pursuant hereto, when added to the interest
payable thereon, shall not exceed eighty-five (85%) of the esti-
mated amount of the uncollected taxes, revenue and other moneys of
the City for the General Fund attributable to Fiscal Year
1993/1994, and available for the payment of said notes and the
interest thereon (as hereinafter provided).
Section 2. Authorization 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 allocable to
Fiscal Year 1993/1994, and not pursuant to any common plan of
financing, the City hereby determines to and shall borrow the
principal amount of Thirty-Four Million One Hundred Thousand
Dollars ($34,100,000) by the issuance of temporary notes under the
Law, designated "City of Anaheim (Orange County, California) 1993
Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall
be dated July 1, 1993, shall mature (without option of prior
redemption) on July 29, 1994, 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 Director of Finance 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 1 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 the
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 effectiveness 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
nominee) as the 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 determines that it is in the best interest 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
FS2\146\099099-0084\2044618.1 04/22/93 - 2 -
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 Notes as des-
cribed 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 1993/1994. 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
$11,000,000 in the month of December, 1993, (b) in the amount of
$11,000,000 in the month of April, 1994, and (c) in the amount of
$12,100,000, plus an amount sufficient to pay interest as due on
the Notes at their maturity, in the month of June, 1994 (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, 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 any
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 1993/1994 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
"1993 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, 1993, April, 1994, and June,
1994, the City shall deposit all Pledged Revenues in the Repayment
Account. On July 29, 1994, 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 General Fund
which will enable payment of the full principal of and interest on
the Notes at maturity. DTC will thereon 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 remaining 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 Director of Finance 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 or manual impression thereof, and said
officers are hereby authorized to cause the blank spaces thereof to
be filled in as may be appropriate.
FS2%146\099999-0084\2044618.1 04122193 - ~ -
Section 9. Transfer of Notes. Any Note may, in accordance
with its terms, but only if the City determines to no longer main-
tain the book entry only status of the Notes, DTC determines to
discontinue providing such services and no successor securities
depository is named or DTC requests the City to deliver Note certi-
ficates 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 name it is registered, in person or
by his duly authorized attorney, 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 amount.
Section 10. Exchanqe 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
discontinue providing such 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 maturity.
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.
Secrion 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, litho-
graphed 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 condi-
tions 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 thereupon 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.
FS2\146\099999-0084%2044618,1 04/22/93 - 5 -
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 cancelled 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, the 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 in lieu of any Note alleged to be lost destroyed or
stolen shall constitute an original additional contractual obliga-
tion on the part cf 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 unit 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 in property, or payments in respect of property,
used or to be used for a Private Business Use, or (ii) to be
FS2\ 146\099999-0084\2044618.1 04122/93 - 6 -
derived from payments in respect of property, or borrowed
money, used or to be used for a Private Business Use; and
(ii) in 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 terms 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 finance loans (exclud-
ing 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 any action to be taken if the result
of the same would be to cause the Notes to be "federally guaran-
teed" within the meaning of section 149(b) of the Internal Revenue
Code of 1986 (the "Code") and the regulations promulgated there-
under.
(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.
(e) Rebate of Excess Investment EarninGs to United States;
Six-Month Exception. 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 provisions of section
148(f) (4) (B) (i) (I) of the Code (six-month expenditure exception)
and applicable regulations.
Section 16. Sale of Notes. The City Council hereby approves
the Official Statement 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 Director of Finance or
any other qualified officer of the City. The City Council
authorizes and directs the Director of Finance 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
Director of Finance 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 evidence of the
approval of the Official Statement by the City.
The Director of Finance is authorized and directed to execute
the Official Statement and a statement 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 Statement
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 Director
of Finance 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 cause 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 Director of Finance
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 Director of Finance or his designee
FS2\ [ 46\099999-0~84\2044618.1 04/22/93 - 8 -
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. Rutan &
Tucker, 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 Director of Finance, the
Assistant Director of Finance, 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 transactions contem-
plated by this Resolution.
The FOREGOING RESOLUTION was approved and adopted by the City
Council of the City of Anaheim this 11th day of May, 1993, by the
following vote:
OF
Attest:
CITY CLERK
~AHEIM
STATE OF CALIFORNIA )
COUNTY OF OP~NGE )
CITY OF ANAHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do
hereby certify that the foregoing Resolution No. 93R-74 was
introduced and adopted at a regular meeting provided by law, of the
Anaheim City Council held on the 11th day of May, 1993, by the
following vote of the members thereof:
AYES: COIINCIL ME~4BERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES: COUNCIL ME~iBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim
signed said Resolution No. 93R-74 on the 12_~_th day of May, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the City of Anaheim this 12_~_th day of May,
1993.
CITY CLERK OF THE CITY OF AN~IM
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do
hereby certify that the foregoing is the original of Resolution No.
93R-74 duly passed and adopted by the City Council of the City of
Anaheim on May 11, 1993.
FS2\146\0999994}084~2044656~1 04122193
EXHIBIT A
[Form of Note]
No. 1 $34,100,000
CITY OF ANA/{EIM
(OPJ%NGE COLTNTY, CA3~IFOP~TIA)
1993 TAX AND REVEI~JE ANTICIPATION NOTE
INTEREST RATE: b~ATURITY DATE: ISSUE DATE: CUSP:
July 29, 1994 July 1, 1993
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: THIRTY-FOUR MILLION ONE HUNDRED THOUSkNDDOLLARS
The CITY OF ANAHEIM, a municipal corporation and chartered
city, duly organized and existing under 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 o5 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 the aggregate principal
amount of Thirty-Four Million One Hundred Thousand Dollars
($34,100,000), all of like tenor, issued pursuant to the provisions
of Resolution No. 93R-__ of the City Council of the City duly
passed and adopted on May 11, 1993, 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 1993/1994. AS security for the payment of the princi-
Exhibit A
pal 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 $11,000,000 in the month of December,
1993, (b) in the amount of $11,000,000 in the month of April, 1994,
and (c) in the amount of $12,100,000, plus an amount sufficient to
pay interest as due on the Notes at their maturity, in the month of
June, 1994 (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, 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 any 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 means taxes, income, revenue, cash receipts, and other moneys
intended as receipts for the General Fund of the City for Fiscal
Year 1993/1994 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 cou-
pons, in denominations of $1,000 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 denominations 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 denomination or denominations, for
the same aggregate principal amount and 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 contrary.
Unless this certificate is presented by an authorized repre-
sentative 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
TRa~NSFER, 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.
Exhibit A
Page 2
IN WITNESS WHEREOF, the City of Anaheim has caused this Note
to be executed by the Director of Finance of the City and counter-
signed 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:
Director of Finance
IS E AL]
Countersigned:
By:
City Clerk
Exhibit A
FS2\146\099999-OO~4\2~44618.1 04/22/93 Page 3
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT -- as tenants by the (Cust) __ (Minor) __
entireties under Uniform Gifts to Minors
Act
JT TEN -- as joint tenants with (State)
right of survivorship
and not as tenaRts in
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
(FORM OF ASSIGNMENT)
For value received the undersigned hereby sells, assigns and
transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within-registered Note and hereby irrevocably constitute(s) and
appoint(s)
attorney,
to transfer the same on the Note register of the City with full
power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be NOTICE: The signature(s) on this
guaranteed by a member firm of assignment must correspond with the
of the New York Stock Exchange name(s) as written on the face of
or a commercial bank of trust the within Note in every particular
company without alteration or enlargement or
any change whatsoever.
Exhibit A
FS2\146\~9999-~\2~618.! ~122193 Page 4
NOTICE OF INTENTION
$34,100,000
CITY OF ANAHEIM
(Orange County, California)
1993 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, $34,100,000 1993 Tax
and Revenue Anticipation Notes. Bids will be received 10:30 A.M.,
Pacific Daylight Time, on
THURSDAY, JUNE3, 1993
and without further advertising, so long as a proposal has not
theretofore been accepted by the City, on Thursday, June 10, 1993,
and Thursday, June 17, 1993, at the offices of RR Donnelley
Financial, 333 South Grand Avenue, Suite 5150, Los Angeles,
California 90071-1504, and the sale will be awarded by the
Director of Pinance 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 BOArD BUYER ON
WEDNESDAY, MAY 19, 1993,
TO BE ARR3LNGED BY RUTAN & TUCKER]
OFFICIAL NOTICE OF SALE
$34,100,000
CITY OF ANAHEIM
(Orange County, California)
1993 Tax and Revenue Anticipation Notes
NOTICE IS HEREBY GIVEN that sealed proposals will be received
by the Director of Finance of the City of Anaheim, California (the
"City"), at the offices of RR Donnelley Financial, 333 South Grand
Avenue, Suite 5150, Los Angeles, California 90071-1504, at 10:30
A.M., Pacific Daylight Time, on
THURSDAY, JUNE 3, 1993
and, without further advertising, so long as a proposal has not
theretofore been accepted by the Director of Pinance or his
designee pursuant to authority delegated to him by the City Council
(the "Council"), on Thursday, June 10, 1993, and Thursday, June 17,
1993, for the purchase of $34,100,000 principal amount of tax and
revenue anticipation notes of the City {the "Notes"), more
particularly described below.
ISSUE AND DENOMINATION; BOOK ENTRY ONLY SYSTEM: $34,100,000
designated "City of Anaheim (Orange County, California) 1993 Tax
and Revenue Anticipation Notes," consisting of fully registered
notes, without coupons. The Notes will be issued in minimum
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.
DATE AND MATURITIES: The Notes will be dated the date of
delivery, and will mature on July 29, 1994.
INTEREST PATE: The maximum interest rate bid may not exceed
twelve percent (12%) per annum, payable upon maturity of the Notes.
Bidders must 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%).
REDEMPTION: The Notes are not subject to call and redemption
prior to maturity.
FS2\ 146\099999-0084\2044621 . 1 04/22/93
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 1 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 $11,000,000 in the month of December,
1993, (b) in the amount of $11,000,000 in the month of April, 1994,
and (c) in the amount of $12,100,000 plus an amount sufficient to
pay interest as due on the Notes at their maturity, in the month of
June, 1994. "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 no 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 principal amount in
excess of the principal amount of unawarded Notes are received, the
City reserves the right to exercise its discretion and judgment in
FS2\146\099999-0084\2044621.1 04/22/93 - 2 -
making the award and may award the Notes on a pro rata basis in
such denominations as the City shall determine.
RIGHT OF REJECTION: The Director of Finance 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 informality in any bid.
PROMPT AWARD: The Director of Finance 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 informality in any bid.
DELIVERY AI~D PAINT: It is estimated that the delivery of
the Notes will be made to DTC for the account of the successful
bidder on or about July 1, 1993. Payment of the purchase price
must be made in funds immediately available to the City by wire
transfer or other means acceptable to the City.
RIGHT OF CAI~CELLATION: 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 from the date of sale thereof, and in such
event, the successful bidder shall be entitled to the return of the
deposit accompanying the 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 must be enclosed
in a sealed envelope addressed to the Director of Finance at the
address mentioned above not later than 10:30 A.M. on said date of
sale, and endorsed "Proposal for City of Anaheim 1993 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 Form attached
hereto.
TELECOPIED BIDS: Telecopied bids are at the sole risk of the
bidder. Neither the City nor Rauscher Pierce Refsnes, Inc. shall
be responsible for any transmission equipment failure resulting in
a bid not being accurately received or received later than 10:30
A.M. Pacific Daylight Time, or other designated bid cut-off time or
bid date. Telecopied bids should be sent to (213) 620-7521 on the
morning of the bid in time sufficient for the entire bid to be
received prior to 10:30 A.M. Pacific Daylight Time. Neither the
City nor Rauscher Pierce Refsnes, Inc. shall be responsible if a
busy signal is reached, or for telecopier malfunction.
ESTIb~ATE 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 informative only and not binding on either the bidder
or the City.
FS2\146\099999~0084\2044621.1 04/22/93 - 3 -
CHANGE IN TAXEXEMPT STATUS: At any time before the Notes are
tendered for delivery, any successful bidder may rescind 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 {ii) 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 an delivery of the
Notes, the following closing papers, each dated the date of such
delivery:
(a) The opinion of Rutan & Tucker, 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 individuals 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 exempt from State
of California personal income taxes, a copy of which opinion
(certified by the official in whose office the original is filed)
will accompany 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 Internal 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 there 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
FS2\146\099999-0084\2044621,1 04/22/93 - 4 -
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
personal capacity, showing that the purchase price of the Notes has
been received.
I~FORF~ATION AVAILABLE~ Requests for information concerning
the City should be addressed to:
Mr. Ken Ough Mr. George P. Ferrone
Senior Vice President Director of Finance
818 North Brand Blvd. City of Anaheim
Suite 1060 200 South Anaheim Blvd.
Glendale, CA 91203 Anaheim, CA 92805
(818) 548-8055 (714) 254-5119
A copy of the Official Statement relating to the Notes, dated
May 11, 1993, may be obtained by contacting Rauscher Pierce Refnes,
Inc., 818 North Brand Blvd., Suite 1060, Glendale, CA 91203,
Telephone (818) 548-8055. The Official Statement is 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 Statement 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
payment of any fees required to be paid to the California Debt
Advisory Commission in connection with the Notes.
GIVEN pursuant to the resolution of the City Council of the
City of Anaheim adopted on May 11, 1993.
Dated: May 11, 1993.
/s/ Leonora J. $0hl
Leonora N. Sohl
City Clerk
FS2\146\099999-0084\2044621.1 04/28/93 - 5 -
BID FORM
PROPOSAL FOR TIlE PURCHASE OF
$34,100,000
CITY OF ANAHEIM
(Orange County, California)
1993 Tax and Revenue Anticipation Notes
Mr. George Ferrone, Director of Finance , 1993
City of Anaheim
c/o RR Donnelley Financial
333 South Grand Avenue, Suite 5150
Los Angeles, CA 90071-1504
Dear Mr. Ferrone:
We offer to purchase the $34,100,000 City of Anaheim (Orange County, California) 1993 Tax and Revenue
anticipation Notes in the principal amount, maturing and bearing interest as follows:
Principal Amonnt Maturity Interest Rate
$34,100,000 July 29, 1993 %
"rig'rid to pay therefor the principal amount thereof plus a premium of $
This proposal is made sobject to all the terms and conditions of the Official Notice of Sale of said Notes dated
May 11, 1993, 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.
We hereby request that (not to exceed 50) printed copies of the Official Statement pertaining to the
Notes be furnished us in 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 Premium ............. ($ )
Net Interest Cost ............. $
Net Interest Rate ............. %
Following is a list of the members 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 Phone
Address