NEW ISSUE - BOOK ENTRY ONLY Ratings: Moody’s: MIG-1 S&P: SP-1+ In the opinion of Orrick, Herrington & Sutcliffe llp, Note Counsel to the City of Fresno, based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. The amount treated as interest on the Notes and excluded from gross income may depend upon the taxpayer’s election under Internal Revenue Notice 94-84. In the further opinion of Note Counsel, interest on the Notes is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, nor is it included in adjusted current earnings when calculating corporate alternative minimum taxable income. Note Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on the Notes. See “Tax Matters” herein. $56,300,000 CITY OF FRESNO 2010-2011 TAX AND REVENUE ANTICIPATION NOTES INTEREST RATE: 2.00% PRICED TO YIELD: 0.70% CUSIP NO.: 358082KE4† Dated: Date of Delivery Due: June 30, 2011 The City of Fresno (the “City”) 2010-2011 Tax and Revenue Anticipation Notes (the “Notes”) are being issued to finance the seasonal cash flow requirements of the City during the fiscal year ending June 30, 2011. The Notes will be issued as fixed-rate notes in fully registered form. The Notes, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Notes. Purchases of the Notes will be made only through DTC Participants under the book-entry system maintained by DTC in denominations of $5,000 or any integral multiple thereof. Purchaser(s) will not receive certificates representing their ownership interest in the Notes purchased. The Notes will be dated the date of delivery thereof and will not be subject to redemption prior to maturity. The Notes will bear interest at a fixed rate per annum from their dated date. Interest on the Notes is payable at maturity. Principal of the Notes will be payable at maturity. The City will make payments of principal of, and interest on, the Notes directly to DTC. In accordance with California law, the Notes are general obligations of the City, but are payable only out of the taxes, income, revenue, cash receipts and other moneys received by the City for its general fund attributable to Fiscal Year 2010-11 and legally available for payment thereof. The Notes are equally and ratably secured by a pledge of such taxes, income, revenue, cash receipts and other moneys. The City is not authorized to levy or collect any tax for the repayment of the Notes. See “The Notes–Security for the Notes.” This cover page contains certain information for quick reference only and is not a summary of the transaction. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Notes are offered when, as and if issued by the City and received by the Underwriters, subject to the approval of validity by Orrick, Herrington & Sutcliffe llp, San Francisco, California, Note Counsel to the City. Certain other legal matters will be passed upon for the City by the City Attorney and by Lofton & Jennings, San Francisco, California, Disclosure Counsel and for the Underwriters by Quint & Thimmig LLP, San Francisco, California, Underwriters’ Counsel. It is anticipated that the Notes in book-entry form, will be available for delivery through the facilities of DTC in New York, New York on or about July 15, 2010. Date of Official Statement: June 30, 2010 † Copyright 2010, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. The CUSIP number is provided for convenience of reference only. The City takes no responsibility for the accuracy of such CUSIP number. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriters to give any information or to make any representations other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Notes. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The information and expressions of opinions herein are subject to change without notice, and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City, since the date hereof. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Electronic Municipal Market Access site maintained by the Municipal Securities Rulemaking Board The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. In connection with this offering, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of the Notes at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriters may offer and sell the Notes to certain dealers and others at prices lower than the public offering prices set forth on the cover page hereof and said public offering prices may be changed from time to time by the Underwriters. The issuance and sale of the Notes have not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, and the Resolution has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities. The City maintains a website. Unless specifically indicated otherwise, the information presented on that website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Notes. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements contained in this Official Statement reflect not historical facts but forecasts and “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” expect,” “intend,” “believe,” “plan,” “budget,” and similar expressions are intended to identify forward-looking statements. Projections, forecasts, assumptions, expressions of opinions, estimates and other forward statements are not to be construed as representations of fact and are qualified in their entirety by the cautionary statements set forth in this Official Statement. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The City does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur or do not occur. TABLE OF CONTENTS Page Page INTRODUCTION ............................................. 1 CONSTITUTIONAL AND STATUTORY THE NOTES ...................................................... 1 LIMITATIONS ON TAXES, Authority for Issuance .................................... 1 REVENUES AND Purpose of Issue .............................................. 1 APPROPRIATIONS ................................ 14 Description of the Notes ................................. 1 Article XIII A of the California Security for the Notes ..................................... 2 Constitution ........................................... 14 Available Sources of Payment ........................ 2 Legislation Implementing Article XIII A ..... 15 Limitation of Issue Size .................................. 3 Article XIII B of the California CITY FINANCIAL INFORMATION ............... 3 Constitution ........................................... 15