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Resolution No. 4315RESOLUTION NO. 4315 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS, CALIFORNIA, AUTHORIZING THE ISSUANCE OF THE CITY'S 1994 TAX AND REVENUE ANTICIPATION NOTES, IN THE PRINCIPAL AMOUNT NOT TO EXCEED $4,000,000; APPOINTING THE PAYING AGENT; AUTHORIZING THE ACCEPTANCE OF THE BEST BID SUBMITTED FOR THE PURCHASE OF THE NOTES; AND AUTHORIZING AND APPROVING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE NOTES. WHEREAS, the City of Cypress, California (the "City "), a charter city and municipal corporation, duly organized and existing under the Constitution and the laws of the State of California (the "State "), by Resolution No. 4314 adopted May 23, 1994, hereby finds and determines that it should borrow funds on a temporary basis to finance certain cash requirements of the City and to satisfy obligations payable from the General Fund of the City for the fiscal year 1994 -95, commencing on July 1, 1994 and ending on June 30, 1995 (the "Fiscal Year "); and WHEREAS, pursuant to the Constitution and the laws of the State, specifically Title 5, Division 2, Part 1, Chapter 4, Article 7.6, commencing with Section 53850, of the California Government Code, as amended (the "Law "), the City is empowered to issue tax and revenue anticipation notes by resolution; and WHEREAS, the City hereby determines and finds that it is in the best interests of the City to authorize the issuance of notes pursuant to the Law, designated "1994 Tax and Revenue Anticipation Notes" (the "Notes "), dated the date of delivery, in the principal amount not to exceed $4,000,000, in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the City for the General Fund of the City for the Fiscal Year; and WHEREAS, the City shall order publication of notice relating to the sale of the Notes to be provided for in accordance with the laws of the State; and WHEREAS, on or about June 13, 1994, the City will receive bids for the Notes in accordance with the Notice of Sale; and WHEREAS, the City desires to accept the best bid received for the Notes and to reject all other bids; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CYPRESS, CALIFORNIA, AS FOLLOWS: Section 1. Definitions of Words and Terms. In addition to the words and terms defined elsewhere in this Resolution, the following words and terms as used in this Resolution shall have the following meaning: "Code" means the Internal Revenue Code of 1986, as amended, together with any regulations promulgated thereunder, and the regulations promulgated under the predecessor to the Code, the Internal Revenue Code of 1954, as amended. "DTC Participant" means those financial institutions for whom DTC effects book - entry transfers and pledges of securities deposited with DTC, as such listing of DTC Participants exists at the time of such reference. "Excess Investment Earnings" means an amount equal to the sum of -- (a) The excess of -- (i) the amount earned on all Nonpurpose Investments (other than investments attributable to an excess described in this subparagraph), over (ii) the amount that would have been earned if such Nonpurpose Investments were invested at a rate equal to the Yield on the Notes, plus (b) Any income attributable to the excess described in (a) above. "Letter of Representations" means that certain letter from the City to DTC. "Nonpurpose Investment" means any investment property (as defined in Section 148(b) of the Code) which is acquired with the gross proceeds of the issue and which is not acquired to carry out the governmental purpose of the issue. "Yield" means yield as defined in Section 148(h) of the Code and the regulations promulgated thereunder. Section 2. Authorization of the Notes. The City hereby authorizes the issuance and delivery of the Notes in accordance with and based on the findings contained in the recitals hereto and pursuant to the Law. The Mayor, City Manager, Finance Director and City Clerk are hereby authorized to undertake all appropriate steps to implement the sale of the Notes by (a) the award of bid by the City Manager or the Finance Director or (b) the tentative award of bid by the City Manager or the Finance Director and the confirmation by subsequent resolution of the City Council. As an alternative to the City Manager tentatively awarding the best bid and subsequent confirmation by the City Council, upon examination of the bids and after consultation with Bond Counsel and the Financial Advisor, the City Manager may find and determine which bid complying with the terms of the Notice of Sale and Bid Form and this Resolution of the City Council is the best bid. Such bid will be accepted and the Notes will be awarded to the best bidder in accordance with the Bid Form submitted by such bidder. Any irregularities with respect to such bid may be waived by the City Manager after consultation with Bond Counsel. The Mayor, City Manager, Finance Director and City Clerk are hereby authorized to take all necessary action to accomplish the authorization, issuance and delivery of the Notes to said best bidder in accordance with the terms and conditions of the accepted proposal and the City's Notice of Sale and this Resolution. Section 3. Rejection of Bids. All other bids received for the Notes, other than the bid awarded the best bid shall be rejected. Section 4. Delivery of the Notes. The City Treasurer is hereby authorized and directed to deliver the Notes to the successful bidder thereof, upon payment of the purchase price set forth in the bid therefor. Section 5. Limitation on Maximum Amount. The principal amount of the 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, income, revenue, cash receipts and other moneys of the City attributable to the Fiscal Year, and available for the payment of the Notes and the interest thereon (as hereinafter provided). Section 6. Issuance and Term of Notes. Solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to be received by the City for the General Fund of the City during or allocable to the Fiscal Year, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow a principal amount of $3,850,000. Such borrowing shall be accomplished by the issuance of the Notes under and in accordance with the Law. The Notes shall be numbered from R -1 consecutively upward in order of issuance or as designated by the securities depository. The Notes shall be issued in the minimum denomination of $1,000 or any integral multiple thereof, dated the date of delivery and shall mature without option of prior call or redemption on July 28, 1995. The Notes shall bear interest, payable at the maturity thereof, computed on a 30 -day month /360 -day year basis, at a rate specified in the winning bid, but in any event, not to exceed ten percent (10 %) per annum. Both the principal of and interest on the Notes shall be payable at maturity, only upon presentation and surrender thereof, in lawful money of the United States of America, at the office of the City Treasurer in the City. Section 7. Form of Notes. The Notes shall be issued in registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and incorporated herein by reference. Section 8. Use of Proceeds. The proceeds of the Notes shall be deposited in the General Fund of the City and used and expended by the City for any purpose for which it is lawfully authorized to expend funds from the General Fund of the City. Section 9. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the City for the General Fund of the City for the Fiscal Year. As security for the payment of the principal of and interest on the Notes, the City hereby pledges: (a) $1,925,000 of "Unrestricted Revenues," as hereinafter defined, to be received by the City in January, 1995, and (b) $1,925,000 plus an amount sufficient to cover the interest payable on the Notes on July 28, 1995, of Unrestricted Revenues to be received by the City in April, 1995 (collectively, the "Pledged Revenues "). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid 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 Revenues received by the City to permit any required deposit in the Repayment Fund (as hereinafter defined), of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be paid and otherwise satisfied from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term "Unrestricted Revenues" shall mean taxes, income, revenue, cash receipts and other moneys intended as receipts for the General Fund of the City and which are generally available for the payment of current expenses and other obligations of the City. Section 10. Paying Agent. The City Treasurer is hereby appointed to act as the paying agent (the "Paying Agent "), for the purpose of paying to the Noteholders, upon presentation and surrender thereof at the office of the City Treasurer in the City, both the principal of and interest on the Notes at their maturity and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section 11. Repayment Fund. There is hereby created a special fund to be held by the City, designated the "1994 Tax and Revenue Anticipation Notes, Repayment Fund" (the "Repayment Fund "), to be applied as directed in this Resolution. Any amounts deposited 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 thereon to maturity, all amounts in the Repayment Fund shall be applied solely for such purpose; provided, however, that any interest earned on amounts deposited in the Repayment Fund may be -3- 284 periodically transferred to the City's General Fund so long as the payment of the principal of and interest on the Notes is not impaired. From the date this Resolution takes effect, all Pledged Revenues, as and when received, shall be deposited in the Repayment Fund. On or before the first day preceding the maturity date of the Notes, the moneys in the Repayment Fund shall be transferred to the Paying Agent and used, to the extent necessary, to pay the principal of and interest on 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's General Fund. Section 12. Deposit and Investment of Funds. 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 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, now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Fund. Section 13. Execution of Notes. The Mayor and the City Treasurer are hereby authorized respectively to execute and countersign the Notes by manual or facsimile signature, and the City Clerk is hereby authorized to attest the same by manual or 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 14. Registrar: Transfer and Exchange of the Notes. The Notes are in fully registered form and may be exchanged at the office of the City Treasurer in the City (the "Registrar ") for a like aggregate principal amount of Notes of the same maturity of other authorized denominations. All Notes presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Registrar, duly executed by the registered owner thereof or by the registered owner's duly authorized agent. In addition, all Notes presented for transfer or exchange shall be surrendered to the Registrar for cancellation. Prior to delivery of the new Note or Notes to the transferee, the Registrar shall register the same in the registration books kept by the Registrar for such purpose. Any costs or fees that might be incurred in the secondary market, such as fees of the Registrar, in connection with the exchange or transfer of the Notes, are the responsibility of the noteholders. The Registrar shall not be required to issue, register, transfer or exchange any Notes during a period beginning fifteen (15) days preceding the maturity date. The City and the Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. Section 15. Book -Entry System. Notwithstanding any other provision herein, the Notes will be issued as fully registered notes and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (the "DTC "), which will act as securities depository for the Notes. With respect to the Notes registered in the name of Cede & Co., as nominee of DTC, the City shall have no responsibility or obligation to any DTC Participant or to any person on -4- behalf of whom such a DTC Participant holds an interest in the Notes. Without limiting the immediately preceding sentence, the City shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Notes, (b) the delivery to any DTC Participant or any other person, other than a registered owner, as shown on the registration books, of any notice with respect to the Notes, or (c) the payment to any DTC Participant or any other person, other than a registered owner, as shown on the registration books, of the principal of and interest on the Notes. Notwithstanding any other provision of this Resolution to the contrary, the City shall be entitled to treat and consider the person in whose name each Note is registered in the registration books as the absolute owner of such Note for the purpose of payment of the principal of and interest on the Notes, for the purpose of registering transfer with respect to such Note, and for all other purposes whatsoever. The Paying Agent shall pay the principal of and interest on the Notes only to or upon the order of the owners, as shown in the registration books as provided in this Resolution, or their agents duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of the principal of and interest on the Notes to the extent of the sum or sums so paid. No person other than a registered owner, as shown on the registration books, shall receive a certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the phrase "Cede & Co." in this Resolution shall refer to such new nominee of DTC. In the event that the City (or DTC Participants owning at least fifty percent (50 %) of the Notes) determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representations of the City to DTC, and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificate Notes, or in the event DTC discontinues the services described herein, the City shall (a) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more Notes to such successor securities depository, or (b) notify DTC and DTC Participants of the availability through DTC of Notes and transfer one or more separate Notes to DTC Participants having Notes credited to their DTC accounts. In such event, the Notes shall no longer be restricted to being registered in the registration books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Notes shall designate, in accordance with the provisions of this Resolution. In connection therewith, the Paying Agent may rely conclusively upon information provided by DTC with respect to the identity and interests of the DTC Participants and upon information provided by said DTC Participants with respect to the beneficial owners of the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Notes are registered in the name of Cede & Co., as nominee of DTC, all payments of the principal of and interest on the Notes, and all notices with respect to such Notes, shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. Section 16. Covenants. It is hereby covenanted and represented 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, revenues and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. -5- 286 Section 17. Tax Covenant. The City hereby covenants that it will not make any use of the proceeds of the Notes which, if such use had been made on the date thereof, would have caused the Notes to be "arbitrage bonds" under Section 148 of the Code; and so long as any of the Notes are outstanding, the City, and all officers having custody or control of the proceeds of the Notes, will comply with all requirements of the Code and of the regulations of the United States Department of the Treasury thereunder, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds" as defined therein. The City hereby covenants to comply with the provisions of the Code relating to the exemption from federal income taxation of the interest on the Notes and to adopt such other ordinances and resolutions and to take such other action as may be necessary to comply with the Code and with all other applicable future laws, regulations, published rulings and judicial decisions, in order to preserve the tax- exempt status of the interest on the Notes, to the extent any such actions can be taken by the governing body of the City. Section 18. Creation of Rebate Account; Deposits into and Payments from the Rebate Account. There is hereby created and ordered established in the custody of the City Treasurer a special account to be designated the "1994 Tax and Revenue Anticipation Notes, Rebate Account" (the "Rebate Account "). The Rebate Account is to be held and used as follows: (a) In the manner and at the times required by the Code, the City shall determine or cause to be determined the Excess Investment Earnings on each fund or account held by the City pursuant to this Resolution and shall deposit, from moneys held on deposit in such fund or account or from any lawfully available source, into the Rebate Account an amount equal to such Excess Investment Earnings, plus such additional moneys, if any, which Bond Counsel advises are necessary or required to be set aside for rebate to the United States under the Code. (b) All income or interest on the investment of moneys on deposit in the Rebate Account shall remain in the Rebate Account unless and until required to be rebated to the United States. (c) The provisions in paragraphs (a) and (b) above shall not be applied if any exception to rebate is provided by the Code. (d) Within sixty (60) days after the retirement of all of the outstanding Notes, the City shall pay to the United States from the Rebate Account and if insufficient therefor, from other lawfully available funds of the City, the rebatable arbitrage calculated in accordance with the Code. Section 19. Execution of Closing Documents. The City hereby approves the Preliminary Official Statement and Official Statement, describing the Notes, in substantially the form submitted and on file with the City Clerk. Distribution of the Preliminary Official Statement and Official Statement by the City in substantially the form presented to and considered at this meeting is hereby approved. The Mayor and City Manager are each hereby authorized and directed to approve any changes in or additions to the final form of said Preliminary Official Statement and Official Statement whose execution thereof shall be conclusive evidence of approval of any such changes and additions thereto. The Official Statement shall be executed in the name and on behalf of the City by the Mayor and /or the City Manager, who is hereby authorized and directed to execute the Official Statement on behalf of the City. The Mayor, City Manager, Finance Director, City Attorney 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. Section 20. Effective Date. This Resolution shall take effect from and after its adoption by the City. -6- PASSED AND ADOPTED by the City Council of the City of Cypress, California, at a regular meeting held on the 23rd day of May, 1994. (SEAL) ATTEST: >tW MAYOR OF THE CITY OF CYPRESS CITY CLERK OF THE ITY O'F CYPRESS STATE OF CALIFORNIA COUNTY OF ORANGE ) SS I, DARRELL ESSEX, City Clerk of the City of Cypress, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the City of Cypress, at a regular meeting of said City Council held on the 23rd day of May, 1994, by the following roll call vote: AYES: 5 COUNCILMEMBERS: Age, Bowman, Nicholson, Kerry and Partin NOES: 0 COUNCILMEMBERS: None ABSENT: o COUNCILMEMBERS: None ABSTAIN: 0 COUNCILMEMBERS None CITY CLERK F THE tTY OF CYPRESS 288 EXHIBIT A FORM OF NOTE REGISTERED REGISTERED NUMBER $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF CYPRESS 1994 TAX AND REVENUE ANTICIPATION NOTE Interest Rate: Maturity Date: Dated Date: July 28, 1995 July 6, 1994 REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP: Tax ID No. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ( "DTC "), to the City of Cypress, California (the "City "), or its agent for registration, transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment if 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 inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. KNOW ALL PERSONS BY THESE PRESENTS: That the City of Cypress, California (the "City "), for value received, hereby acknowledges itself to be indebted and promises to pay to the registered owner identified above, or registered assigns, on the Maturity Date identified above at the office of the City Treasurer in the City, the Principal Amount identified above in lawful money of the United States of America, together with interest thereon, computed on a 30 -day month, 360 -day year basis, at the rate of interest per annum set forth above in like lawful money, from the date hereof until payment in full of said principal sum. Except as otherwise provided in the Letter of Representations from the City to DTC, both the principal of and interest on this Note shall be payable only upon presentation and surrender of this Note at the office of the City Treasurer in the City at maturity; provided, however, that no interest shall be payable for any period after maturity during which the holder hereof fails properly to present this Note for payment. This Note is not subject to redemption prior to its maturity. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the principal amount of $3,850,000, all of like tenor, issued pursuant to the provisions of Resolution No. 4315 of the City Council of the City duly adopted on May 23, 1994 (the "Resolution "), and pursuant to the Constitution and the laws of the State of California (the "State "), specifically Title 5, Division 2, Part 1, Chapter 4, Article 7.6, commencing with Section 53850, of the California Government Code, as amended, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and 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 on indebtedness prescribed by the Constitution or laws of the State. All capitalized terms used and not defined herein shall have the meanings given to such terms in the Resolution. The principal amount of this Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the City for the General Fund of the City for the fiscal year 1994 -95, commencing on July 1, 1994 and ending on June 30, 1995 (the "Fiscal Year "). As security for the payment of the principal of and interest on the Notes, the City has pledged (a) $3,850,000 of "Unrestricted Revenues ", as hereinafter defined, to be received by the City in January, 1995, and (b) $3,850,000 plus an amount sufficient to cover interest payable on the Notes on July 28, 1995, of Unrestricted Revenues to be received by the City in April, 1995 (collectively, the "Pledged Revenues "). The principal of the Notes and the interest thereon constitute a first lien and charge thereon and shall be paid 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. The term "Unrestricted Revenues" means the taxes, income, revenue, cash receipts and other moneys intended as receipts for the General Fund of the City during the Fiscal Year and which are generally available for the payment of current expenses and other obligations of the City. This Note is in fully registered form and may be exchanged at the office of the City Treasurer in the City (the "Registrar ") for a like aggregate principal amount of Notes of the same maturity of other authorized denominations. All Notes presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Registrar, duly executed by the registered owner thereof or by the registered owner's duly authorized agent. In addition, all Notes presented for transfer or exchange shall be surrendered to the Registrar for cancellation. Prior to delivery of the new Note or Notes to the transferee, the Registrar shall register the same in the registration books kept by the Registrar for such purpose. Any costs or fees that might be incurred in the secondary market, such as fees of the Registrar, in connection with the exchange or transfer of the Notes, are the responsibility of the noteholders. The Registrar shall not be required to issue, register, transfer or exchange any Notes during a period beginning fifteen (15) days preceding the maturity date. The City and the Registrar may deem and treat the registered owner hereof as the absolute owner hereof for purposes of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. 290 IN WITNESS WHEREOF, THE CITY OF CYPRESS, CALIFORNIA, has caused this Note to be executed by the manual or facsimile signature of the Mayor, countersigned by the manual or facsimile signature of the City Treasurer, and attested by the City Clerk and has caused its official seal to be affixed either manually or by facsimile hereon all as of this 6th day of July, 1994. (SEAL) ATTEST: City Clerk CITY OF CYPRESS, CALIFORNIA By: Mayor COUNTERSIGNED City Treasurer CITY CLERK'S CERTIFICATE STATE OF CALIFORNIA ) SS: COUNTY OF ORANGE I, the undersigned, City Clerk of the City of Cypress, California, hereby certify that the within Note, has been duly registered in my office according to law. WITNESS my hand and official seal this day of , 1994. By: City Clerk (SEAL) LEGAL OPINION I, the undersigned, City Clerk of the City of Cypress, California, hereby certify that the attached is a true and correct copy of the approving legal opinion of Burke, Williams, Sorensen & Gaar, Attorneys at Law, Los Angeles, California, on the within Note and the series of which it is a part, that said opinion was manually executed and was dated and issued as of the date of delivery of and payment for the Notes, and is on file in my office. By: City Clerk