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HomeMy WebLinkAboutCity Council - 6291 1$019-32 7f3F[W:CPAjej 45/15/9] MARKED TO SHOW CHANGES QS/28l91 RESOLUTION NO. 6291 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHOR=G THE BORROWING OF FUNDS FOR FISCAL YEAR 1991-1992, AUTHORIZING THE ISSUANCE AND SALE OF TAX AND REVENUE ANTICIPATION NOTES THEREFOR, APPROVING PRELEVENARY OFFICIAL STATEMENT AND APPOINTING BOND COUNSEL 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 Goverment Code (the "Law"), this City Council (the "City Council")has found and determined that moneys are needed for the requirements of the City, a municipal corporation 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 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, 1991, and ending June 30, 1992 ("Fiscal Year 1991/1992"); NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: SECTION 1. Limitatian on Maximum Amount. The principal 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 Fund attributable to Fiscal Year 1991/1992, 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 1991/1992, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of Five Million Dollars ($5,000,000) by the issuance of temporary notes under the Law, designated the "City of Huntington Beach 1991 Tax and Revenue Anticipation Notes" (the 'Notes"). The Notes shall be dated as of July 1, 1991, shall mature (without option of prior redemption) on June 30, 1992, 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 Deputy City Administrator/Chief of Administrative Services,pursuant to authority delegated by the City Council hereunder. 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 $5,000 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, or any other person which is 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, 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 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 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 moneys so borrowed 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. Securit y. 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 1991/1992. 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,$2,500 000 in the month of December, 1991 f b) in the amount of$2,500,000 in the month of,,April, 1992, and (c) in an amount su'� ffacient to pay interest as due on the Notes at their maturity, in the month of May, 1992 (such pledged -2- 6291 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 1991/1992 and which are generally available for the payment of current expenses and other obligations of the City. SECrION 6. Repayment Account. There is hereby created, within the General Fund, a special account to be designated the "1991 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 amounts earned on the investment of moneys in the Repayment Account shall be transferred to and deposited in the General Fund. The City shall deposit all Pledged Revenues in the Repayment Account in the amounts and during the months set forth in Section 5. On June 30, 1992, the City shall transfer to the Note owners (being DTC so long as the Notes are then geld in the book-entry system of DTC) an amount of 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. 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 may be invested by the City in investments which are authorized for the investment of City funds under the laws of the State of California. SECTION 8. Execution of Notes. The Mayor 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, 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 deliver a new Note or Notes,for like aggregate principal amount. -3- 6291 SECTION_10 Exchange of Now. Any Note may, in accordance with its terms, 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 1j. Note Register. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes. 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, lithographed 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 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. 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 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. Covena�nt� 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 none of the proceeds of the Notes are 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, if such use would cause the Notes to become "private activity bonds" within the meaning of Section 141{a} of the Internal Revenue Code of 1986 (the "Code"). A- 6291 (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 (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 any action to be taken if the result of the same would be to cause the Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (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. In furtherance thereof, the ity shall rebate to the federal government the amounts required by Section 1 2 a e Code, unless the City has met the "safe harbor"rules set forth in Section 148 (f)(4)( )(ii.i) of the Code. _Small Issuer Exemption from Bank Nondeductibility Restriction. The City hereby designates the Notes for purposes of paragraph (3) of Section 265(b) of the Code and covenants that the Notes do not constitute private activity bonds as defined in section 141 of the Code and that the aggregate face amount of all tax-exempt obligations issued by the City (including, all subordinate entities of the City and all entities which may issue obligations on behalf of the City) during the calendar year 1991 will not exceed $10,000,000, excluding, however, private activity bonds, as defined in Section 141(a) of the Code (other than qualified 501(c)(3) bonds as defined in Section 145 of the Code) and current refunding obligations having a principal amount not in excess of the refunded obligation. 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 Deputy City Administrator/Chief of Administrative Services. The City Council authorizes and directs the Deputy City Administrator/Chief of Administrative Services on behalf of the City to deem the Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") prior to its distribution by the City's financial advisor. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Director of Finance 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 Deputy City Administrator/Chief of Administrative Services 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 advisor, on behalf of the -5- 6291 City, 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. The City Clerk is authorized and directed to execute the Official Notice of Sale on behalf of the City. The City Council hereby delegates to the Deputy City Administrator/Chief of Administrative Services the authority to accept the best responsible bid for the purchase of the Notes, determined in accordance with the Official Notice of Sale. The Deputy City Administrator/Chief of Administrative Services is hereby authorized and directed to accept such bid or and in the name of the City by notice to the successful bidder. SECTION 17. Engagement of Special Services. Jones Hall Hill&White, A Professional Law Corporation is hereby engaged to act as Bond Counsel to the City in connection with the issuance of the Notes, and Kelling, Northcross & Nobriga, Inc. is hereby engaged to act as financial advisor to the City in connection with the issuance of the Notes. The Deputy City Administrator/Chief of Administrative Services is hereby authorized and directed to execute respective agreements with each of such firms to perform such services, in the forms on file with the City Clerk. SECTION 18. Pre aration of N • Official Actions. 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 Administrator, the Deputy City Administrator/Chief of Administrative Services, the Director of Finance, the City Clerk, and the City Treasurer, 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 contemplated by this Resolution. SECTION 19. Effective Date. This Resolution shall take effect from and after the date of passage and adoption. 6291 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 3rd day of June, 1991. Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorne G REVIEWED AND APPROVED: INMA NrA APPRO ity Administrator Deputy City nistr rl e Admini trativ Services -7- 6291 EXHIBIT A [Form of Note] CITY OF HUNTINGTON BEACH 1991 TAX AND REVENUE ANTTCIPAT10N NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: June 30, 1992 July 1, 1991 REGISTERED OV�TNER: CEDE &CO. PRINCIPAL SUM: FIVE NIlLI.ION DOLLARS The CITY OF HUNTINGTON BEACH, a municipal corporation 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 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. This Note is one of an authorized 'issue of Notes in the aggregate principal amount of Five Million Dollars ($5,000,000), all of like tenor, issued pursuant to the provisions of Resolution No. adopted by the City Council of the City on June 3, 1991, and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code. It is hereby certified, recited and declared 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 1991/1992. 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 2.5�in the month of December, 199,�,1,(b) in the amount of $2,500,000 in the month of.AA iil, 1992, and (c) m. n amount sufficient to pay interest as due on the Notes at their maturity, in a month of May 1992 (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. 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 Exhibit A Page 1 6291 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 of the City for Fiscal Year 1991/1992 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 $5,000 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. IN WITNESS WHEREOF, the City of Huntington Beach has caused this Note to be executed by the Director of Finance 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 HUNTINGTON BEACH By Mayor [S E A L] Countersigned: By City Clerk Exhibit A Page? 6291 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 (Cost) (Minor) entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with Act Tight of survivorship (State) and not as tenants in common 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 appoints(s) attorney, to transfer the same on the Note register of the City with full power of substitution in the premises. Dated: Signature: Note: The signature(s)on this Assignment must correspond with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or Host company. Exhibit A 6291 Page 3 EXHIBIT A [Form of Note] CITY OF HUNTINGTON BEACH 1991 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: June 30, 1992 July 1, 1991 REGISTERED OWNER: CEDE &CO. PRINCIPAL SUM: FIVE MILLION DOLLARS The CITY OF HUNTINGTON BEACH, a municipal corporation 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 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. This Note is one of an authorized issue of Notes in the aggregate principal amount of Five Million Dollars ($5,000,000), all of like tenor, issued pursuant to the provisions of Resolution No. adopted by the City Council of the City on June 3, 1991, and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code. It is hereby certified, recited and declared 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 1991/1992. 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 $ in the month of , 199_, (b) in the amount of $ in the month of , 1992, and (c) in the amount of $ ,plus an amount sufficient to pay interest as due on the Notes at their maturity,in the month of , 1992 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a fast lien and charge thereon and shall be payable from 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 Exhibit A Page 1 6291 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 of the City for Fiscal Year 1991/1992 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 $5,000 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. IN WITNESS WHEREOF, the City of Huntington Beach has caused this Note to be executed by the Director of Finance 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 HUNTINGTON BEACH By Mayor [SEAL] Countersigned: By City Clerk Exhibit A Page 2 6291 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 (Cost) (Minor) entireties under Uniform Gifts to Minors .1T TEN -- as joint tenants with Act right of survivorship (State) and not as tenants in common 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 appoints(s) attorney, to transfer the same on the Note register of the City with full power of substitution in the premises. Dated: Signature: Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Exhibit A Page 3 6291 16019.n n3-M03A:ja' 05/15/91 MARKED TO S146W CHANGES f S-- ,s 9 1 OFFICIAL NOTICE OF SALE $59000,000 CITY OF HUNTINGTON BEACH 1991 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that sealed proposals will be received by a representative of the City of Huntington Beach, California (the "City"), at the offices of Kelling, Northcross & Nobriga, Inc. 595 Market Street, Suite 1350, San Francisco, California 94105 , at 10:00 A.M., Pacific time, on MONDAY,JUNE 24, 1991 for the purchase of$5,000,000 principal amount of tax and-revenue anticipation notes of the City (the 'Notes'),more particularly described below. ISSUE AND DENOMINATION; BOOK ENTRY ONLY SYSTEM: The Notes will be issued in the aggregate principal amount of $5,000,000 designated "City of Huntington Beach 1991 Tax and Revenue Anticipation Notes," and will consist of fully registered notes, without coupons. The Notes will be issued in minimum denominations of$5,000. 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 Motes 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 beneficial owners of the Notes. DATE AND MATURITIES: The Notes will be dated as of July 1, 1991, and will mature on June 30, 1992. INTEREST RATE: 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)each bid 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. REDEMPTION: 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 at the maturity of the Notes. 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 6291 the City Council. Proceeds of the Notes will be used 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„$2,500,000 in the month of Decemb_er, 1991'(b) in the amount of $2�- 5�000 in the month of;April, 1992, and (c) in an amount sufficient to pay interest as due on the Notes at their maturity, in the month oQay, f992 (such pledged amounts being hereinafter called the 'Pledged Revenues"). "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. The Pledged Revenues shall be deposited in a special account in the General Fund of the City designated the 'Repayment Account," to be established, created and maintained by the City. Moneys shall be withdrawn from such account 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 Pledged Revenues 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 fiscal 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. TERMS OF SALE HIGHEST BID: Each bid 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 30-day month, 360-day year basis) will be entertained. In the event two or more bids are received setting forth identical interest rates and premium, if any, 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. RIGHT OF REJECTION: The Director of Finance, pursuant to authority delegated to him by the City 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 Deputy City Administrator/Chief of Administrative Services, pursuant to authority delegated to him by the City 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 estimated that the delivery of the Notes will be made to DTC for the account of the successful bidder on or about July 1, 1991. 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 transfer or other means acceptable to the City. -2- 6291 RIGHT OF CANCELLATION: 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 its 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 Huntington Beach at the address mentioned above not later than 10:00 A.M. on said date of sale, and endorsed "Proposal for City of Huntington Beach 1991 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. 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 informative only and not binding on either the bidder or the City. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company in the amount of one percent(I%)of the aggregate principal amount of Notes,payable to the order of the City of Huntington Beach, 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 to the bidder. If only a part of the Notes bid upon in a proposal is awarded to the bidder, 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 owners of 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 at least 10°Io of the Notes were 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 individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on corporations(as defined for federal income tax 3 6291 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 be printed on each Note without cost to the purchaser, (b) A certificate of an officer of the City 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 officer of the City that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an officer of the City 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 purchaser thereof,the Official Statement relating to the Notes did not, and as of the date of delivery 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 Mayor and City Clerk 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 the City showing that the purchase price of the Notes has been received. INFORMATION AVAILABLE: Requests for information concerning the City should be addressed to: Mr.Mark Northcross Mr.Dan T. Villella Kelling, Northcross &Nobriga,Inc. Director of Finance 595 Market Street, Suite 1350 City of Huntington Beach San Francisco,California 94105 2000 Main Street (415)362-0863 Huntington Beach, California 92648 (714)536-5457 A copy of the Official Statement relating to the Notes may be obtained by contacting Kelling, Nortbcross & Nobriga, Inc. 595 Market Street, Suite 1350, San Francisco, California 94105, Telephone (415) 362,,4110. 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 the 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, and any additional copies will be furnished at the expense of the bidder. The successful bidder shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission in connection with the Notes. 4- 6291 GIVEN pursuant to the resolution of the City Council of the City of Huntington Beach dated June 3, 1991. Dated June 3, 1991 � n fsl Connie Brockway City Clerk 6291 BID FORM PROPOSAL FOR THE PURCHASE OF $5,000,000 CITY OF HUNTINGTON BEACH 1991 Tax and Revenue Anticipation Notes June 24, 1991 City of Huntington Beach clo Kelling,Northcross & Nobriga,Inc. 595 Market Street, Suite 1350 San Francisco, California 94105 Gentlemen: We offer to purchase the $5,000,000 City of Huntington Beach 1991 Tax and Revenue Anticipation Notes in the principal amount,maturing and bearing interest as follows: Principal Amount Maturi Interest Rate $5,000,000 June 30, 1992 % and to pay therefor the principal amount thereof plus a premium of$ This proposal is made subject to all the terms and conditions of the Official Notice of Sale of said Notes dated June 3, 1991, 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 Director of Finance of the City of Huntington Beach. 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. Exhibit A Page 1 6291 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 Address Exhibit A Page 2 6291 BID FORM PROPOSAL FOR THE PURCHASE OF $5,000,000 CITY OF HUNTINGTON BEACH 1991 Tax and Revenue Anticipation Notes June 24, 1991 City of Huntington Beach do Kelling, Northcross &Nobriga,Inc. 595 Market Street, Suite 1350 San Francisco, California 94105 Gentlemen: We offer to purchase the $5,000,000 City of Huntington Beach 1991 Tax and Revenue Anticipation Notes in the principal amount,maturing and bearing interest as follows: Principal Amount M_ aturity Interest Rate $5,000,000 June 30, 1992 % and to pay therefor the principal amount thereof plus a premium of$ This proposal is made subject to all the terms and conditions of the Official Notice of Sale of said Notes dated June 3, 1991, 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 Director of Finance of the City of Huntington Beach. 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. Exhibit A Page 1 6 291 MARKED TO SHOW CHANGES NOTICE OF INTENTION Not to Exceed $5,000,000 h CITY OF HUNTINGTON BEACH 1991 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government Code,that the City of Huntington Beach, California (the "City"),intends to sell, at public sale, its 1991 Tax and Revenue Anticipation Notes in the aggregate principal amount of^n t to exceed $5,000,000. Bids will be received 10:00 A.M., Pacific time, on MONDAY,JUNE 24, 1991 at the offices of Kelling, Northcross & Nobriga, Inc., 595 Market Street, Suite 1350, San Francisco, California 94105 . Sale of the Notes will be awarded by the City Administrator/Cbief of Administrative Services of the City,pursuant to authority delegated by the City Council, within 26 hours after the expiration of the time prescribed for the receipt of bids. Bidders are invited to contact the financial advisor of the City, Kelling, Northcross &Nobriga,Inc. for further details, at (415) 362-4, 110. Dated: June 3, 1991 Is/ Connie Brockway City Clerk 6291 STATE OF CALIFORNIA Res, No. 6291 COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH } I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 3rd day of June 19 91 by the following vote: AYES: Councilmembers: MacAllister, Winchell , Silva, Green, Kelly, Robitaille, Moulton-Patterson NOES: Councilmembers: None ABSENT: Councilmembers: None • a44' City Merk and ex-officio er of the City Council of the City of Huntington Beach, California