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HomeMy WebLinkAboutCity Council - 6483 RESOLUTION NO. 6483 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1993-1994 AND THE ISSUANCE AND SALE OF 1993 TAX AND REVENUE ANTICIPATION NOTES THEREFOR WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of Calfornia (the "State") , this City Council (the "Council") has found and determined that moneys are needed for the requirements of the City of Huntington Beach (the "City") , a municipal corporation duly organized and existing under the laws of the State, to satisfy obligations payable from the General Fund of the City, 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 of the City 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, the City Council of the City of Huntington Beach hereby finds, determines, declares and resolves as follows : Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct, and the Council so finds and determines . Section 2 . Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent - 1 - (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the City for the General Fund of the City attributable to Fiscal Year 1993-1994 , and available for the payment of said notes and the interest thereon (as hereinafter provided) . Section 3 . Issuance 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 of the City 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 not to exceed Sixteen Million Five Hundred Dollars ($16. 500, 000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State, designated "City of Huntington Beach (Orange County, California 1993 Tax and Revenue Anticipation Notes" (the "Notes" ) . The Notes shall be dated the date of issue, shall mature (without option of prior redemption) on not more than one year from their date of issue, and shall bear interest from their date, payable at maturity and computed on a 30-day month/360-day year basis . 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 4 . 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 2 - 6483 with appropriate words and figures . The Notes shall be numbered from 1 consecutively upward, 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 registered owners of the Notes shall not constitute an event of default or any violation of the City' s contract with such registered 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 3 6483 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 wth 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 - 4 - 6483 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 5 . Use of Proceeds . The moneys so borrowed shall be deposited in the General Fund of the City and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund of the City. Section 6 . 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 of the City for Fiscal Year 1993-1994 . As security for the payment of the principal of and interest on the Notes the City hereby covenants to deposit to the Repayment Fund described below (a) an amount equal to twenty-five percent ( 25 %) of the aggregate principal amount of the Notes, from "unrestricted moneys" , as hereinafter defined, to be received in�ember, 1993 , (b) an amount equal - 5 - 6483 to twenty-five percent { 25 %) of the aggregate principal amount of the Notes, from unrestricted moneys to be received nDqgff 1994, (c) an amount equal to fifty percent { 50 %) of the aggregate principal amount of the Notes, from unrestricted moneys to be received in A ril , 1994, and (d) an amount equal to all interest due on the Notes at maturity, from unrestricted moneys to be received in may , 1994 (all such pledged amounts described in clauses (a) through (d) above 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 Fund 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 1993-1994 and which are generally available for the payment of current expenses and other obligations of the City. Section 7 . Repayment Fund. There is hereby created a special fund to be held by the City designated the "1993 Tax - 6 - 6483 and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the holders 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 Fund shall be applied solely for the purposes for which the Repayment Fund is created. During or prior to the months of December , 1993, _-. February , 1994, April , 1994 and May , 1994, the City shall deposit all Pledged Revenues in the Repayment Fund. On the date of final maturity of the Notes, the moneys in the Repayment Fund, to the extent necessary to pay the principal of and interest on the Notes at maturity, shall be transferred by the City to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes at maturity. To the extent said moneys are insufficient therefor, an amount of moneys from the City' s General Fund which will enable payment of the full principal of and interest on the Notes at maturity shall be transferred, or caused to be transferred, by the City to the DTC. DTC will thereupon make payments of and interest on the Notes to the DTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Notes . Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the City. - 7 - 6483 Section 8 . Deposit and Investment of Fund. All moneys held by the City in the Repayment Fund, 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 of at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible, be invested by the City directly, or through an investment agreement, in investments as permitted by the laws of the State as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Fund and shall be part of the Pledged Revenues . Section 9 . Execution of Notes . The City Administrator of the City, Finance Director and any authorized designee of the City are hereby separately authorized to execute the Notes by manual signature, and the City Clerk of the City is hereby authorized to countersign the same by facsimile signature and to affix the seal of the City thereto either manually or 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 10 . 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 - 8 - 6483 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 11 . Transfer of Notes . Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to 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 transferred, upon the books required to be kept pursuant to the provisions of Section 13 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, 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. Section 12 . Exchange of Notes . Notes may be exchanged at the office of the City for a like aggregate principal amount of Notrs of authorized denominations and of the same maturity. Section 13 . Note Regi-ster. 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 shall register or transfer or cause to be registered or transferred, on said books, Notes - 9 - 6483 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 14 . Temnorarv _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 and the City 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 15 . Notes Mutilated, Lgst . Destroyed or Stolen. If any Note shall become mutilated the City, at the expense of the registered 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 of the Note so mutilated. Every mutilated Note so - 10 - 6483 surrendered to the City shall be canceled by it 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 registered 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 15 and of the expenses which may be incurred by the City in the premises . Any Note issued under the provisions of this Section 15 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 16. Tax Covenants . (a) No Arbitrage. The District shall not take, nor permit nor 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 day of issuance of the Notes (the "Closing Date") would have caused the Notes to be "arbitrage bonds" within the meaning of section 148 of the Internal Revenue Code of 1986 (the "Code") . 11 - 6483 (b) Rebate Requirement . The District shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government . (c) Private Activity Bond Limitation. The District shall assure that proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of section 141(b) of the Code. (d) Private Loan Financing Limitation. The District shall assure that proceeds of the Notes are not so used as to cause the Notes to satisfy the private loan financing test of section 141(c) of the Code. (e) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Notes to be "federally guaranteed" within the meaning of section 149 (b) of the Code. (f) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the owners of the Notes to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. (g) Small Issuer Exemption from Bank Nondeductibility Restriction. The District 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 - 12 - 6483 bonds as defined in section 141 of the Code and that the aggregate face amount of all tax-exempt obligations issued by the District (including all subordinate entities of the District and all entities which may issue obligations on behalf of the District) during the calendar year 1993 will not exceed $10, 000, 000, excluding, however, private activity bonds, as defined in section 141 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 17, Sale of Notes . Kelling, Northcross & Nobriga, Inc. , the financial advisor to the City (the "Financial Advisor") , on behalf of the City, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the City does not exceed f1Ve percent (L%) . The definitive principal amount of Notes to be issued shall be determined by the Financial Advisor, on behalf of the City, at the time of sale of the Notes to the purchaser identified. The City Manager, Finance Director or any authorized designee of the City is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the City, by notice to such purchaser . The City Manager, Finance Director or any authorized designee of the City is hereby authorized to execute a Note purchase agreement or other document in connection with such award. 13 6483 Section 18 . Preliminary Official Statement . The Financial Advisor is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes . Distribution by the Financial Advisor of said Preliminary Official Statement to prospective purchasers of the Notes is hereby approved. The City Manager, Finance Director or any authorized designee of the City are hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement deemed advisable by any of them, and to execute a statement at the time of delivery of the Notes to the Purchaser to the effect that the Final Official Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Mayor of the City, City Manager, Finance Director or any authorized designee of the City is hereby authorized and directed to execute and deliver the final Official Statement for and in the name and on behalf of the City. The City Manager is hereby authorized to execute an appropriate certificate stating his determination that the Preliminary Official Statement has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 . - 14 - 6483 Section 19 . Agreement for Bond Counsel Services : Costs of Issuance. The City Council hereby approves that certain agreement for bond counsel services by and between the City and Jones Hall Hill & White, A Professional Law Corporation, in substantially the form presented at this meeting, and the Mayor of the City, City Manager, Finance Director or any authorized designee of the City are hereby authorized and directed to sign said agreement for and on behalf of the City. All costs incurred by the City in connection with the issuance of the Notes, including but not limited to printing of any Official Statement, rating agency costs (except rating service fees) , bond counsel fees and expenses, financial advisory fees and expenses, underwriting discount and costs, paying agent fees and expenses , the cost of printing the Notes, and any compensation owing to any officers or employees of the City for their services rendered in connection with the issuance of the Notes, shall be payable solely from the proceeds of the Notes . Section 20. Execution of Closing Documents . The Mayor, the City Clerk, the City Manager, the Finance Director, the Treasurer and other officers of the City are authorized and directed to execute such certificates, agreements and other closing documents as are necessary to consummate the transactions contemplated by this Resolution. - 15 - 6483 PASSED AND ADOPTED this 17th day of May 1993 . Mayor ATTEST: APPROVED AS TO FORM: City Clerk �� City Attorneys REVIEWED AND APPROVED: T OVED: Admini trator eput ty Admin' trat 16 - 6483 , KELLING, NORTHCROSS & NOBRIGA, INC. Bond Management Services for Public Agencies 59 5 Zvi arker Street Suitt 1350 San Francisco,CA 94105 415.362.4110 FAX 415.957,2610 i April 29, 1993 Mr. Robert Franz Deputy,City Administrator City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Mr, Franz: We are advised that the City of Huntington Beach (the "City") is contemplating the offering of 1993 Tax and Revenue Anticipation Notes ("Notes"). We are further advised that you wish to employ the services of a Bond Manager to assist you in the structure and marketing of said Notes. Accordingly, Kelling, Northeross & Nobriga, Inc. ("KNN")proposes to perform certain services in connection with your financing. Services to be performed by KNN 1. Advise and consult with the City with respect to the par value and other terms and conditions upon which the Notes shall be issued such as the maturity schedule and pledge dates. Advise City on administration and flow of funds for the payment of the Notes. 2. Coordinate the efforts of bond counsel, paying agent and City officials with respect to the preparation and approval of financing documents by the City Council. KNN will attend all meetings and assist City staff with any presentations needed. 3. Prepare the official statement to be used in connection with the offering of the Notes. The official statement will be designed to disclose all material facts in connection with the Notes, including the purpose of the issue, the security for the Notes and the available sources of payment. 4. Recommend an underwriting firm based upon discussions with various underwriters best qualified to market this issue and monitor their sales effort on your behalf to insure that the lowest possible interest rate is achieved. 5. Coordinate the work of the City, staff and bond counsel to ensure that the financing closes in a prompt manner. Coordinate the delivery, printing and final approval of Notes and the final official statement and the preparation of closing certificates. City's Obligation The City agrees to cooperate with KNN, bond counsel and other parties to the transaction, and to furnish the necessary information for the preparation and drafting of the legal documents and to assert its best efforts to verify the accuracy of such information contained in such documents. -Charter Member, National association of Independent Public Finance Advisors• 5776 Stoncridbe Mall Road Suite 380 Pleasanton,CA 945SE 510-734-0735 FAX 51 J-734-0757 6483 Mr. Robert Franz April 29, 1993 Page Two Compensation and Expenses For the services to be provided by KNN as outlined above, KNN will be compensated in the amount of $7,000. KNN agrees to pay its own out-of-pocket expenses, including local travel, computer, telephone, and the like, incurred by us in performing our duties and obligations. The expense of printing and distribution of the official statement, rating service fee, bond counsel fee and expenses, travel expenses of City officials, the printing and delivery of the Notes, paying agent fees, any special courier or delivery charges, and the cost of obtaining statistical data for the printing, publishing and distribution of the official statement shall be paid by the City. KELLING, 7�..TZ. NOBRIGA, INC. By: ent Accepted: CT1i Y OF By: /l,- Rc)bert Fr z, Deputy ty 'strator Date: 1 Michael T. Uberuaga, City Administrator Date: 6483 r EXHIBIT A CITY OF HUNTINGTON BEACH (ORANGE COUNTY, CALIFORNIA) 1993 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: July 1, 1993 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The CITY OF HUNTINGTON BEACH , Orange County, State of California (the "City"), acknowledges itself indebted, and promises to pay, to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year comprised of twelve 30- day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of ______________ Dollars ($ ), all of like tenor, issued pursuant to the provisions of Resolution No. of the City Council of the City duly passed and adopted on , 1993 (the "Resolution"), and pursuant to Article 7.6 (commencing with Section 53550) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all conditions, things and acts required to exist, happen and be performed precedent to and in the issuance of this Note do 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 principal of and interest on the Notes the City has pledged, from "unrestricted moneys", as hereinafter defined (a) to be received in , 1993, an amount equal to —% of the aggregate principal amount of the Notes, (b) to be received in , 1994, an amount equal to _% of the aggregate principal amount of the Notes and (c) to be received in - , 1994, an amount equal to interest on the Notes at maturity (all such pledged amounts described in clauses (a) through (c) above 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, and to the extent not so paid shall be paid from any other moneys of the City lawfully available therefor. As used herein, the term "unrestricted moneys" means the taxes, income, revenue, cash receipts and other moneys, intended as receipts for the General Fund of A-1 6483 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 coupons, in denominations of $1,000 each or 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 for this Note. 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 Finance Director of the City and countersigned by the City Clerk of the City and its official seal to be affixed hereto all as of this 1st day of July, 1993. CITY OF HUNTINGTON BEACH By: Title: (SEALl Countersigned: City Clerk A-2 6483 r 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 (Gust) - (Minor) entireties under Uniform Gifts to Minors JT 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 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within Note and do(es)hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the City, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Sig-nature(s) must be guaranteed by a NOTICE: The signature on this Assignment must member firm of any national stock correspond with the name(s) as written on exchange or a commercial bank of trust the face of the within Note in every company particular without alteration or enlargement or any change whatsoever. A-3 6483 [LETTERHEAD OF JONES HALL HILL & WHITE] July 1, 1993 City Council City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 OPINION: $ City of Huntington Beach (Orange County, California) 1993 Tax and Revenue Anticipation Notes Members of the City Council: We have acted as bond counsel to the City of Huntington Beach (the "City") in connection with the issuance by the City of $ principal amount of the City of Huntington Beach (Orange County, California) 1993 Tax and Revenue Anticipation Notes, dated July 1, 1993 (the "Notes"), pursuant to Article 7.6 (commencing with section 53850), Chapter 4, Part 1, Division 2, Title 5 of the California Government Code, and a resolution of the City Council of the City (the "Council"), entitled "Resolution Providing for the Borrowing of Funds for Fiscal Year 1993-1994 and the Issuance and Sale of 1993 Tax and Revenue Anticipation Notes Therefor," adopted on , 1993 (the "Resolution"). We have examined the law and such certified proceedings and other papers as we deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify such facts by independent investigation. Based upon our examination, we are of the opinion, as of the date hereof, that: 1. The City is duly created and validly existing as a municipal corporation with the power to cause the Council to issue the Notes on its behalf and to perform its obligations under the Resolution and the Notes. 6483 City of Huntington Beach July 1, 1993 page 2 2. The Resolution has been duly adopted by the Council and creates a valid first lien on the funds pledged under the Resolution for the security of the Notes. 3. The Notes have been duly authorized, executed and delivered by the City and are valid and binding general obligations of the City enforceable in accordance with their terms. 4. The interest on the Notes is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, 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. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Notes, in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Notes in gross income for federal income tax purposes to be retroactive to the date of issuance of the Notes. We express no opinion regarding other federal tax consequences arising with respect to the Notes. 6. The interest on the Notes is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Notes and the enforceability thereof may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted, A Professional Law Corporation 6483 Res. No. 6483 STATE OF CALIFORNIA 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 17th day of May 19 93 by the following vote: AYES: Councilmembers: ROBITAILLE, BAUER, MOULTON-PATTERSON, WINCHELL, 'SILVA, SULLIVAN, LEIPZIG NOES: Councilmembers: NONE ABSENT: Councilmembers: NONE City Clerk and ex-otticio Clerk of the City Council of the- City of Huntington Beach, California