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HomeMy WebLinkAboutCity Council - 6710 18019-41 ]HHw:BDQ:kla 08/18/95 08/24/95 RESOLUTION NO. r,71p RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH PROVIDING FOR THE BORROWING OF MONEYS FOR FISCAL YEAR 1995/1996 AND THE ISSUANCE AND SALE OF 1995 TAX AND REVENUE ANTICIPATION NOTES THEREFOR 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 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 October 1, 1995, and ending September 30, 1996 ("Fiscal Year 1995/1996"); and WHEREAS, Kelling, Northcross & Nobriga, Inc., as financial advisor to the City (the "Financial Advisor"), has been directed to assist the City in preparing a preliminary official statement containing information material to the offering and sale of the Notes described below (the "Official Statement"); NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach 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 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 1995/1996, 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 payment of current expenses, capital expenditures and other obligations payable from the General Fund during or allocable to Fiscal Year 1995/1996, and not pursuant to any common plan of financing,the City hereby determines to and shall borrow the principal amount of not to exceed nineteen million dollars ($19,000,000)by the issuance of temporary notes under the Law, designated "City of Huntington Beach (Orange County, California) 1995 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) not more than one year from such date of delivery, 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 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 J�xkbit 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 -2- 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 t 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. -3- 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; Investment of Proceeds. The proceeds of the sale of the Notes shall be deposited in a segregated account in the General Fund (the "Proceeds Account") and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund, including, but not limited to, current expenses,capital expenditures and the discharge of any obligation or indebtedness of the City. Notwithstanding the foregoing, if determined by the Finance Director (or the Finance Director's designee) to be necessary for the monitoring or control of investments, the Proceeds Account may be held by a third-party fiscal agent (the "Proceeds Fiscal Agent") and the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized to execute a fiscal agent agreement on behalf of the City and the City Cleric is hereby authorized to attest to the signature of the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director, such fiscal agent agreement to be substantially the same as that used on short term borrowing transactions similar to the Notes. In the event of such determination, the Finance Director (or the Finance Director's designee) is directed to transfer the moneys so borrowed to the Proceeds Fiscal Agent. Moneys transferred to the Proceeds Fiscal Agent shall be invested by the Proceeds Fiscal Agent, at the direction of the Finance Director(or the Finance Director's designee). Moneys in the Proceeds Account shall, to the greatest extent possible, be invested by the City Treasurer, or such other appropriate investment officer of the City,directly in investments,or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such -4- requirements as the City Treasurer or such other appropriate investment officer of the City shall establish. Section 5. Security. (a) 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 1995/1996. 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 an amount equal to $9,500,000 in April, 1996, (b) in an amount equal to $4,750,000 in July, 1996, (c) in an amount equal to $4,750,000 in August, 1996,and(d)in an amount equal to all interest due on the Notes at maturity, in September, 1996 (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, subject only to paragraph (b) below. 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 1995/1996 and which are generally available for the payment of current expenses and other obligations of the City. (b) Notwithstanding the foregoing, if determined by the Finance Director (or the Finance Director's designee) to be necessary for the successful marketing of the Notes, the Notes may be secured, in whole or in part, by an irrevocable letter of credit to be issued by a bank (the "Bank"), or other credit enhancement vehicle and the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized to execute a -5- reimbursement agreement or other agreement with respect to such other credit enhancement vehicle (if one is needed) on behalf of the City and the City Clerk is hereby authorized to attest to the signature of the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director, such reimbursement agreement or other agreement with respect to such other credit enhancement vehicle to be substantially the same as that used on short term borrowing transactions similar to the Notes. In the event a determination is made to secure the Notes, in whole or in part, by an irrevocable letter of credit, the first lien and charge on Pledged Revenues for the payment of the principal of and interest on the Notes will be subject to the prior lien thereon of the Bank. Section 6. Repayment Account, Investment of Repayment Account. There is hereby created, within the General Fund, a special account to be designated the "1995 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 April, 1996, July, 1996, August, 1996, and September, 1996, the City shall deposit all Pledged Revenues into the Repayment Account. On the maturity date of the Notes, 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 thereupon make payments of principal of and interest on the Notes to the DTC Participants who will thereupon make payments to the Beneficial Owners of the Notes. Any moneys remaining in the Repayment Account after the Notes and the interest -6- thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund. Notwithstanding the foregoing, if determined by the Finance Director (or the Finance Director's designee) to be necessary for the monitoring or control of investments or for the successful marketing of the Notes, the Repayment Account may be held by a third-party fiscal agent (the "Repayment Fiscal Agent") and the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized to execute a fiscal agent agreement on behalf of the City and the City Clerk is hereby authorized to attest to the signature of the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director, such fiscal agent agreement to be substantially the same as that used on short term borrowing transactions similar to the Notes. In the event of such determination, the Treasurer is directed, upon receipt of Pledged Revenues, to transfer such Pledged Revenues to the Repayment Fiscal Agent which shall, on the maturity date of the Notes, transfer to DTC the moneys in the Repayment Account necessary to pay the principal and interest on the Notes at maturity. Moneys transferred to the Repayment Fiscal Agent shall be invested by the Repayment Fiscal Agent, at the direction of the Finance Director(or the Finance Director's designee). In lieu of transferring cash to the Repayment Fiscal Agent on any required transfer date, the Treasurer is authorized to transfer to the Repayment Fiscal Agent securities which are general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury) or federal agency obligations (including Federal National Mortgage Association, Federal Farm Credit Bank and Federal Home Loan Bank obligations) ("Federal Securities"), having a market value at least equal to the amount of Pledged Revenues required to be set aside on such date. The Treasurer shall be required to determine the market value of such securities on the first day of each month succeeding such transfer and shall be required to transfer additional securities and/or cash to the Repayment Fiscal Agent so as to assure that the amounts so transferred at all times have a market value equal to the total amount required to be deposited with the Repayment Fiscal Agent. -7- At any time prior to the maturity date of the Notes, the Treasurer shall have the right to substitute cash for any Federal Securities transferred to the Repayment Fiscal Agent, provided that if the Treasurer has failed to make such substitution at least five business days prior to the maturity date of the Notes, the Repayment Fiscal Agent shall have the authority to liquidate such Federal Securities so as to assure that moneys are available for transfer to DTC sufficient to pay the principal and interest on the Notes at maturity. All moneys held 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 held by the Repayment Fiscal Agent may be invested by the Treasurer, or such other appropriate investment officer of the City, directly in investments, or through an investment agreement,as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the City shall establish. Section 7. Execution of Notes. The Mayor,the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized to execute the Notes by manual or facsimile signature, and the City Clerk 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 S. 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 10 hereof, by the person in whose name it is registered, -8- in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer, accompanied by delivery of a written instrument of transfer in a form approved by the City, duly executed,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. 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 9. Exchange of Notes. Any Note may, in accordance with its terms,be exchanged at the office of the Treasurer for a like aggregate principal amount of Notes of authorized denominations and of the same maturity, 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. Section 10. Note Register. If the book entry only system is no longer in effect, the City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes and, in such case, the Treasurer 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 11. 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 -9- 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 Treasurer and the Treasurer 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 12. 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 Treasurer of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer shall be canceled and delivered to, or upon the order of,the City. If any Note shall be lost, destroyed or stolen, evidence of such loss,destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, 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 12 and of the expenses which may be incurred by the City in the premises. Any Note issued under the provisions of this Section 12 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. -10- Section 13. 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 14. Tax Covenants. (a)Private Activity Bond Limitation. The City shall assure that the 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 (as hereinafter defined)or the private loan financing test of section 141(c)of the Code. (b) 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 any of the Notes to be "federally guaranteed"within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The City 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,to the extent that such section is applicable to the Notes. (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 of issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of section 148 of the Code, (e) Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the registered 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 date of issuance of the Notes. -11- For purposes of this Section 14, the term "Code" means the Internal Revenue Code of 1996 as in effect on the date of issuance of the Notes or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Notes , together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Section 15. Official Statement. The preparation by the Financial Advisor of the Official Statement in connection with the offering and sale of the Notes is hereby approved. The actions of the Financial Advisor, on behalf of the City, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. The Mayor,the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is authorized and directed to execute the Official Statement, dated as of the date of the sale of the Notes, 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 or omit to state material facts with required to be stated where necessary to matte any statement made therein not misleading in the light of the circumstances under which it was made. The Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director shall be conclusive evidence of the approval of the Official Statement by the City. -12- Section 16. Sale of Notes. 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 six percent (6%). 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 Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the City, by notice to the successful bidder. The Mayor,the City Administrator,the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized to execute a Note purchase agreement or other document in connection with such award. The Financial Advisor is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the City. Section 17. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any holder or beneficial owner of the Notes may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. For purposes of this Section 17, the term "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the City and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in -13- accordance with the terms thereof. For purposes of this Section 17, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 18. Engagement of Professional Services. In connection with the issuance and sale of the Notes, the Council hereby authorizes the engagement of Jones Hall Hill &White, A Professional Law Corporation, to act as bond counsel to the City, and the firm of Kelling Northcross & Nobriga, Inc. to act as financial adviser, upon the terms and conditions set forth in the respective agreements between the City and each of such firms in the forms on file with the City Clerk. The Mayor, the City Administrator, the Deputy City Administrator, Administrative Services or the Finance Director is hereby authorized and directed to execute said agreements on behalf of the City. Section 19. Preparation of the Notes; Execution of Closing Documents. Jones Hall Hill &White, A Professional Law Corporation, as bond counsel to the City, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this.Resolution in accordance with the identified purchaser of the Notes, 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 identified purchaser therefor upon the receipt of the purchase price by the Treasurer. The Mayor, the City Administrator, the Deputy City Administrator, Administrative Services, the Finance Director, the Treasurer, the City Clerk or any other officer of the City are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received. Any purchaser -14- or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the City are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 20. Effective Date. This Resolution shall take effect from and after'the date of its passage and adoption. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 18th day of September, 1995. r Mayor ATTEST: APPROVED AS TO FORM: r City Clerk � City Attorney ' REVIEWED AND APPROVED: INITIATED APPRO D: Ci dministrato eputy C ministrator/ Chief of Ad nistrative Service -15- EXHIBIT A FORM OF NOTES CITY OF HUNTINGTON BEACH (Orange County, California) 1995 'fax and Revenue Anticipation Note INTEREST RATE: MATURITY DATE: ISSUE DATE: I CUS1P: October 4, 1996 October 5, 1995 REGISTERED OWNER: CEDE &CO. PRINCIPAL SUM- NINETEEN MILLION DOLLARS($19,000,000) 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. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of nineteen million dollars ($19,000,000), all of like tenor, issued pursuant to the provisions of Resolution No6710 of the City Council of the City duly passed and adopted on September 18, 1995 (the "Resolution"), 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 Exhibit A Page i 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 (the "General Fund") for Fiscal Year 1995/1996. 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 an amount equal to $9,500,000 in April, 1996, (b) in an amount equal to $4,750,000 in July, 1996, (c) in an amount equal to$4,750,000 in August, 1996, and(d) in an amount equal to all interest due on the Notes at maturity, in September, 1996 (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 1995/1996 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 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 Exhibit A Page 2 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 Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the City for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede &Co., has an interest herein. IN WITNESS WHEREOF, the City of.Huntington Beach has caused this Note to be executed by the Treasurer of the City or her designee or by the Mayor, and countersigned by the City Clerk, and caused its official seal to be affixed hereto all as of the Issue Date stated above. CITY OF HUNTINGTON BEACH By [Signaturel Mayor [SEAL] Countersigned: G. By I.Signaturel ,.; City Clerk ) I" Exhibit A Page 3 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 cons6tute(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 Guaranteed: NOTICE: Signature(s) must be guaranteed by a NOTICE:The signature(s)on this assignment must qualified guarantor. 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. �j Exhibit A Page 4 Res. No. 6710 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 18th of September, 1995 the following vote: AYES: Councilmembers: Harman, Bauer, Sullivan, Leipzig, Dettloff, Green, Garofalo NOES: Councilmembers: None ABSENT: Councilmembers: None City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California G/resolutilresbkpg