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RES-8213 Issuance and Sale of 1993 Tax and Revenue Anticipation NotesRESOLUTION NO. 8213 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1993/1994 AND THE ISSUANCE AND SALE OF 1993 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the City Council of the City of Orange (the City"), as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), this City Council (the Council") has found and determined that moneys are needed for the requirements of the City, a municipal corporation duly organized and existing under the laws of the State of California, to satisfy obligations payable from the General Fund of the City (the "General Fund"), and that it is necessary that said sum be borrowed for such purpose at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys_ to be received by the City for the General Fund during or allocable to the fiscal year of the City beginning July 1, 1993, and ending June 30, 1994 ("Fiscal Year 1993/1994"); NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five (85%) of the esti-mated amount of the uncollected taxes, revenue and other moneys of the City for the General Fund attributable to Fiscal Year 1993/1994, and available for the payment of said notes and the interest thereon (as hereinafter provided) . Section 2. Authorization and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the City for the General Fund during or allocable to Fiscal Year 1993/1994, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of Ten Million Dollars ($10,000,000) by the issuance of temporary notes under the Law, designated "City of Orange (Orange County, California) 1993 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated August 12, 1993, shall mature (without option of prior redemption) on August 11, 1994, and shall bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate determined in accordance with the bid of the successful bidder or bidders for the Notes approved by the Acting Director of Finance or her designee, pursuant to authority delegated by the Council. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below.FS2\146\068476.0005\20S4770.\ Section 3. Form of Notes: Book Entrv Only SYstem. The Notesshallbeissuedinfullyregisteredform, without coupons, andshallbesubstantiallyintheformandsubstancesetforthinExhibitAattachedheretoandbyreferenceincorporatedherein,. theblanksinsaidformtobefilledinwithappropriatewordsandfigures. The Notes shall be numbered from 1 consecutively upwardinorderofissuance, shall be in the denomination of $1,000 eachoranyintegralmultiplethereof. CUSIP" identification numbers shall be imprinted on theNotes, but such numbers shall not constitute a part of the contractevidencedbytheNotesandanyerrororomissionwithrespecttheretoshallnotconstitutecauseforrefusalofanypurchasertoacceptdeliveryofandpayfortheNotes. In addition, failure onthepartoftheCitytousesuchCUSIPnumbersinanynoticetotheregisteredownersoftheNotesshallnotconstituteaneventofdefaultoranyviolationoftheCity's contract with such ownersandshallnotimpairtheeffectivenessofanysuchnotice. Except as provided below, the owner of all of the Notes shallbeTheDepositoryTrustCompany, New York, New York ("DTC"), andtheNotesshallberegisteredinthenameofCede & Co., as nomineeforDTC. The Notes shall be initially executed and delivered intheformofasinglefullyregisteredNoteinthefullaggregateprincipalamountoftheNotes. The City may treat DTC (or itsnominee) as the sole and exclusive owner of the Notes registered initsnameforallpurposesofthisResolution, and the City shallnotbeaffectedbyanynoticetothecontrary. The City shall nothaveanyresponsibilityorobligationtoanyparticipantofDTC (aParticipant"), any person claiming a beneficial ownership interestintheNotesunderorthroughDTCoraParticipant (a "BeneficialOwner"), or any other person not shown on the register of the Cityasbeinganowner, with respect to the accuracy of any recordsmaintainedbyDTCoranyParticipantorthepaymentbyDTCoranyParticipantbyDTCoranyParticipantofanyamountinrespectoftheprincipalorinterestwithrespecttotheNotes. The CityshallpayallprincipalandinterestwithrespecttotheNotesonlytoDTCoritsnominee, and all such payments shall be valid andeffectivetofullysatisfyanddischargetheCity's obligationswithrespecttotheprincipalandinterestwithrespecttotheNotestotheextentofthesumorsumssopaid. Except under theconditionsnotedbelow, no person other than DTC shall receive aNote. Upon delivery by DTC to the City of written notice to theeffectthatDTChasdeterminedtosubstituteanewnomineeinplaceofCede & Co., the term "Cede & Co." in this Resolution shall refertosuchnewnomineeofDTC. If the City determines that it is in the best interest of theBeneficialOwnersthattheybeabletoobtainNotesanddeliversawrittencertificatetoDTCtothateffect, DTC shall notify theParticipantsoftheavailabilitythroughDTCofNotes. In suchevent, the City shall issue, transfer and exchange Notes asrequestedbyDTCandanyotherownersinappropriateamounts. DTCmaydeterminetodiscontinueprovidingitsserviceswithrespectto FS2\l46\068416-0005\20S4710.1 UlIl4193 the Notes at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Notes as des- cribed in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 4. Use of Proceeds. The proceeds of the sale of the Notes shall be deposited in a segregated account in the General Fund and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund. Section 5. Securitv. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund for Fiscal Year 1993/1994. As security for the payment of the principal of and interest on the Notes the City hereby pledges the first "unrestricted moneys" (as hereinafter defined) to be received by the City (a) in the amount of $5,000,000 in the month of December, 1993, and (b) in the amount of 5,000,000, plus an amount sufficient to pay interest as due on the Notes at their maturity, in the month of April, 1994 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. In the event that there are insufficient unrestricted moneys" received by the City to permit the depositintotheRepaymentAccount (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in any month by the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund for Fiscal Year 1993/1994 and which are generally available for the payment of current expenses and other obligations of the City. FS2\146\06I416-0005\2ll.S4770.1 07/14/93 Section 6. Reoayment Account. There is hereby created, within the General Fund, a special account to be designated the 1993 Tax and Revenue Anticipation Note Repayment Account" (the Repayment Account") and applied as directed in this Resolution. Any money placed in the Repayment Account shall be for the benefit of the owners of the Notes and, until the Notes and all interest thereon are paid or until provision has been made for the paymentoftheNotesatmaturitywithinteresttomaturity, the moneys in the Repayment Account shall be applied solely for the purposes for which the Repayment Account is created; provided, however, that anyinterestearnedonamountsdepositedintheRepaymentAccountshall periodically be transferred to the General Fund. During the months of December, 1993 and April, 1994, the CityshalldepositallPledgedRevenuesintheRepaymentAccount. On August 11, 1994, the City shall transfer to DTC the moneys in the Repayment Account necessary to pay the principal of and interest on the Notes at maturity and to the extent said moneys are insufficient therefor an amount of moneys from the General. Fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereon make payments of principalofandinterestontheNotestotheDTCParticipantswhowill thereupon make payments to the Beneficial Owners of the Notes. Any moneys remaining in the Repayment Account after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund. Section 7. Deoosit and Investment of Reoayment Account. All moneys held by the City in the Repayment Account, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Account shall, to the greatest extent possible, be invested by the City Treasurer or the designee of the City Treasurer directly, or through an investment agreement, in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of anysuchinvestmentsshallbedepositedintheRepaymentAccount. Section 8. Execution of Notes. The Mayor, the City Manager,the City Treasurer or the Acting Director of Finance of the City is hereby authorized to execute the Notes by manual or facsimile signature, and the City Clerk of the City is hereby authorized to countersign the same by manual or facsimile signature (although at least one of such signatures shall be manual) and to affix the' seal of the City thereto by facsimile or manual impression thereof, and said officers are hereby authorized to cause the blank spacesthereoftobefilledinasmaybeappropriate. with tain Section 9. Transfer of Notes. its terms, but only if the City the book entry only status of Any Note may, in accordance determines to no longer main- the Notes, DTC determines to FS2\146\06147fHXlO5\20S4TIO.l f11/14193 4- discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Notecerti- ficates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 11 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the City Clerk, accompanied bydeliveryofawritteninstrumentoftransferinaformapprovedbytheCity, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Note or Notes, for like aggregate principal amount. Section 10. Exchanqe of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longermaintainthebookentryonlystatusoftheNotes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be exchanged at the office of the City Clerk for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 11. Note Reqister. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the City Clerk shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 12. Temoorarv Not~. The Notes may be initiallyissuedintemporaryformexchangeablefordefinitiveNoteswhen ready for delivery. The temporary Notes may be printed, litho- graphed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the City upon the same condi- tions and in substantially the same manner as the definitive Notes. If the City issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the City Clerk and the City Clerk shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 13. Notes Mutilated. Lost. Destroved 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 FS2\ 146\068416-0005\2QS4770.1 01/14/93 5- Note so mutilated, but only upon surrender to the City Clerk of the Note so mutilated. Every mutilated Note so surrendered to the City Clerk shall be cancelled and delivered to, or upon the order of, the City. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, the City, at the expense of the owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 13 and of the expenses which may be incurred by the City in the premises. Any Note issued under the provisions of this Section in lieu of any Note alleged to be lost destroyed or stolen shall constitute an original additional contractual obliga- tion on the part 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 pro~ortionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. Section 14. Covenants and Warranties. It is hereby covenanted and warranted by the City that all representations and recitals contained in this Resolution are true and correct, and that the City and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 15. Tax Covenants. a) Private Business Use Limitation. The City shall assure that: i) not in excess of ten percent (10%) of the face amount of the Notes, plus accrued interest and premium, if any, less original issue discount, if any (the "Proceeds"), is used, directly or indirectly, in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a governmental unit and use as a member of the general public Private Business Use") if, in addition, the payment of the principal of, or the interest on more than 10 percent of the Proceeds of the Notes is (under the terms of the Notes or any underlying arrangement) directly or indirectly, (i) secured by any interest in property, or payments in respect of property, used or to be used for a Private Business Use, or (ii) to be_ derived from payments in respect of property, or borrowed money, used or to be used for a Private Business Use; and ii) in the event that in excess of five percent (5%) of the Proceeds of the Notes is used for a Private Business Use, FS2\ 146\068416--<XXlS\2054770.1 fI1 /14/93 6- and, in addition, the payment of the principal of, or the interest on, more than five (5%) percent of the proceeds of the Notes is (under the terms of the Notes or any underlying arrangement), directly or indirectly, secured by any interest in property, or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments in respect of property, or borrowed money, used or to be used for a Private Business Use, then, (A) said excess over said five percent (5%) of the Proceeds of the Notes which is used for a Private Business Use shall be used for a Private Business Use related to a government use of such Proceeds and B) each such Private Business use over five percent (5%) of the Proceeds of the Notes which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. b) Private Loan Limitation. The City shall assure that not in excess of five percent (5%) of the Proceeds of the Notes is to be used, directly or indirectly, to make or finance loans (exclud- ing investments and excluding loans which enable the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function) to persons other than state or local government units. c) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Notes to be "federally guaran- teed" within the meaning of section 149 (b) of the Internal Revenue Code of 1986 (the "Code") and the regulations promulgated there- under. d) No Arbitraqe. 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 arbi<-:ragf' l- uds" within the meaning of section 148 (a) of the Code and regulaL~ons promulgated thereunder.e) Rebate of Excess Investment Earninqs to United States:Six- Month Exceotion. The City covenants that it will. assure compliance with requirements for rebate of excess investment earnings to the federal government in accordance with section 148(f) of the Code, to the extent applicable. The City shall not be obligated to rebate excess investment earnings to the federal government if the City complies with the provisions of section 148(f) (4) (B) (i) (I) of the Code (six-month expenditure exception)and applicable regulations.Section 16. Sale of Notes. The City Council hereby approves the Official Statement describing the Notes, in substantially the PS2\146\068476-000s\2054770.100/14/ 93 7-l"r- T r-~'-~' form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Acting Director of Finance or any other qualified officer of the City. The City Council authorizes and directs the Acting Director of Finance or her designee on behalf of the City to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the financial advisors to the City. The execution of the Official Statement,which shall include such changes and additions thereto deemed advisable by the Acting Director of Finance or any other qualified officer of the City and such information permitted to be excluded from the Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the City.The Acting Director of Finance or her designee 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 Acting Director of Finance or her designee shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof.The Official Statement, the Official Notice of Sale and the Bid Form are approved for distribution in the offering and sale of the Notes.The City's financial advisors, on behalf of the City and its City Clerk, are authorized and directed to cause the Official Statement, Official Notice of Sale and Bid Form to be distributed to such municipal bond broker-dealers, to suchbanking ins':itutions and to such other persons as may be interested in purcnasing the Notes therein offered for sale.The City Clerk is authorized and directed to execute the Official Notice of Sale on behalf of the City and to call for bids for the sale of the Notes.The City Council hereby delegates to the Acting Director of Finance or her designee the authority to accept the best responsible bid for the purchase of the Notes, determined in accordance with the Official Notice of Sale. The Acting Director of Finance or her designee is hereby authorized and directed to accept such bid for and in the name of the City by notice to the successful bidder.FS2\l46\068476-000'\2054110.1 Section 17. Preoaration of Notes: Official Action. Rutan &Tucker, as Bond Counsel, is directed to cause suitable Notes to bepreparedshowingontheirfacethatthesamebearinterestattheratespecifiedintheoffersubmittedbythesuccessfulbidderorbidders, and to cause the blank spaces therein to be filled in tocomplywiththeprovisionsofthisResolution, and to procure theirexecutionbytheproperofficers, and to cause the Notes ,to bedeliveredwhensoexecutedtoDTConbehalfofthesuccessfulbidderorbiddersthereforuponthereceiptofthepurchasepricebytheCityinaccordancewithsuchsuccessfulbidorbids. The Mayor, the City Manager, the Acting Director of Finance,the Accounting Manager, the City Treasurer and the City Clerk, oranyofthem, are further authorized and directed to make, executeanddeliversuchcertificates, agreements and other closingdocumentsasarenecessarytoconsummatethetransactionscontem-plated by this Resolution. The FOREGOING RESOLUTION was approved and adopted by the CityCounciloftheCityofOrangethis27thdayofJuly, 1993, by thefollowingvote: By: Attest: Marilyn J. Jensen CITY CLERK OF THE CITY OF ORANGE 4f:Jrt1~~or-- FS2\146\068476-0005\2054710.100/14/93 STATE OF CALIFORNIA ) COUNTY OF ORANGE )ss CITY OF ORANGE ) I, Marilyn Jensen, City Clerk of the City of Orange, do hereby certify that the foregoing Resolution No. 8213 was introduced and adopted at a regular meeting provided by law, of the Orange City Council held on the 27th day of July, 1993, by the following vote of the members thereof: AYES:COUNCIL MEMBERS SPURGEON, BARRERA, MAYOR BEYER, COONTZ MURPHY NOES:COUNCIL MEMBERS NONE ABSENT:COUNCIL MEMBERS NONE IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Orange this 27th day of July 1993. Marilyn J. Jensen CIT CLERK OF E CITY OF ORANGE SEAL) I, Marilyn Jensen, City Clerk of the City of Orange, do hereby certify that the foregoing is the original Resolution No. 8213 duly passed and adopted by the City Council of the City of Orange on July 27, 1993. Marilyn J. Jensen CITY CLERK OF THE CITY OF ORANGE 9aer~Deputy City lerk FS2\146\068476-OO()j\20S4770.1 07/14/93 10- EX1UBIT A Form of Note] No.1 $10,000,000 CITY OF ORANGE ORANGE COUNTY, CALJ:P'ORNIA) 1993 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE:MATURITY DATE:ISSUE DATE:CDSIP: August 11, 1994 August 12, 1993 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: TEN MILLION DOLLARS The CITY OF ORANGE, 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 Ten Million Dollars ($10,000,000), all of like tenor,issued pursuant to the provisions of Resolution No. 8213 of the City Council of the City duly passed and adopted on July 27, 1993,and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of the Notes exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the City, does not exceed any limit prescribed by the Constitution or statutes of the State of California.The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1993/1994. As security for the payment of the princi-pal of and interest on the Notes the City has pledged the first PS2\146\06S476-000s\2054TIO.l 01/1., 93 Exhibit unrestricted moneys. (as hereinafter defined) to be received bytheCity (a) in the amount of $5,000,000 in the month of December,1993, and (b) in the amount of $5,000,000, plus an amountsufficienttopayinterestasdueontheNotesattheirmaturity,in the month of April, 1994 (such pledged amounts being hereinaftercalledthe · Pledged Revenues.). The principal of the Notes and theinterestthereonshallconstituteafirstlienandchargethereonandshallbepayablefromthePledgedRevenues. To the extent notsopaidfromthePledgedRevenues, the Notes shall be paid from anyothermoneysoftheCitylawfullyavailabletherefor. In the eventthatthereareinsufficient .unrestricted moneys. received by theCitytopermitthedepositintotheRepaymentAccount (ashereinafterdefined) of the full amount of the Pledged Revenues tobedepositedinanymonthbythelastbusinessdayofsuchmonth,then the amount of any deficiency shall be satisfied and made upfromanyothermoneysoftheCitylawfullyavailablefortherepaymentoftheNotesandinterestthereon. The termunrestrictedmoneys. shall means taxes, income, revenue, cashreceipts, and other moneys intended as receipts for the GeneralFundoftheCityforFiscalYear1993/1994 and which are generallyavailableforthepaymentofcurrentexpensesandotherobligationsoftheCity. The Notes are issuable as fully registered Notes, without cou- pons, in denominations of $1,000 and any integral multiple thereof.Subject to the limitations and conditions as provided in theResolution, Notes may be exchanged for a like aggregate principalamountofNotesofotherauthorizeddenominationsandofthesamematurity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only underthecircumstances, in the manner and subject to the limitationsprovidedintheResolution. Upon registration of such transfer anewNoteorNotes, of authorized denomination or denominations, forthesameaggregateprincipalamountandofthesamematuritywillbeissuedtothetransfereeinexchangeherefor. The City may treat the Owner hereof as the absolute ownerhereofforallpurposes, and the City shall not be affected by anynoticetothecontrary. Unless this note is presented by an authorized representativeofTheDepositoryTrustCompanytotheissueroritsagentforregistrationoftransfer, exchange or payment, and any note issuedisregisteredinthenameofCede & Co. or such other name asrequestedbyanauthorizedrepresentativeofTheDepositoryTrustCompanyandanypaymentismadetoCede & Co., ANY TRANSFER, PLEDGEOROTHERUSEHEREOFFORVALUEOROTHERWISEBYORTOANYPERSONISWRONGFULsincetheregisteredownerhereof, Cede & Co., has aninterestherein. FS21l46\068476-O<lO.1\2o.14T10.1 117114193 Exhibit A Page 2 IN WITNESS WHEREOF, the City of Orange has caused this Note to be executed by the Acting Director of Finance of the City and countersigned by the City Clerk of the City, and caused its official seal to be affixed hereto all as of the Issue Date stated above. CITY OF ORANGE By:L !) c ing Director of Finance SEAL] Countersigned: By: Marilyn J. Jensen City Clerk De~i~~~~;c FS2\146\061416-O(l()j\20S4770.1 f11J14193 Exhibit A Page 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 entireties Cust) (Minor) under Uniform Gifts to Minors Act State)JT TEN -- as joint tenants with right of survivorship 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 appoint(s) attorney,to transfer the same on the Note register of the City with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of of the New York Stock Exchange or a commercial bank of trust company NOTICE: 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. FS2\146\068476-OOO$U0S4770.1 ([1114/ 93 Exhibit A Page