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R 3647 RESOLUTION NO. 3647 A RESOLUTION OF THE CITY COUNCil OF THE CITY OF ARROYO GRANDE, CALIFORNIA, DECLARING ITS INTENTION TO SEll BONDS OF SAID CITY IN THE AMOUNT OF NOT TO EXCEED ONE MilLION NINE HUNDRED THOUSAND DOLLARS ($1,900,000), FIXING THE TIME AND PLACE FOR TAKING BIDS AND DIRECTING PUBLICATION OF NOTICE INVITING BIDS WHEREAS, this City Council deems it proper and the necessity therefore appears that bids be invited for bonds (the "Bonds") of the CITY OF ARROYO GRANDE (the "City") in the amount of not to exceed $1,900,000, and that if bids are determined to be satisfactory, said Bonds be sold in the manner and at the time and place hereinafter set forth; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo Grande, as follows: 1. Sealed bids for the purchase of Bonds of said City in the amount of not to exceed $1,900,000 be received by the City at Stradling Yocca Carlson & Rauth, Newport Beach, California, on February 11, 2003, up to the hour of 10:00 A.M., and, if determined to be in the best interests of the City by the City Manager, on each succeeding Tuesday thereafter until a bid is accepted. In addition, the City Manager may determine to receive sealed bids at the same time by electronic means, through the use of MuniAuction or other Internet- based service provider. 2. The Director of Administrative Services/Deputy City Clerk is hereby authorized and directed to cause to be published a notice inviting such sealed bids by one insertion in The Tribune and in The Bond Buver, a newspaper of general circulation, circulated within the State, said publication to be at least five (5) days and ten (10) days, respectively, prior to the date of opening bids stated in said notice. The notice shall be substantially as follows: RESOLUTION NO. 3647 PAGE 2 NOTICE OF SALE $1,900,000 SERIES A OF 2003 GENERAL OBLIGATION BONDS OF CITY OF ARROYO GRANDE (FIRE STATION PROJECT) SAN LUIS OBISPO COUNTY, CALIFORNIA Bids will be received up to 10:00 o'clock A.M., February 11, 2003 at Stradling Yocca Carlson & Rauth, Attention: Mark J. Huebsch, 660 Newport Center Drive, Suite 660, Newport Beach, California 92660, for the purchase of general obligation bonds (the "Bonds") of CITY OF ARROYO GRANDE (the "City"). The principal of and the interest on the Bonds will be paid from ad valorem taxes to be levied on all taxable property within the City, without limitation of rate or amount. The Bonds will mature serially on August 1 of each year, commencing August 1, 2004, as provided in the Resolution of Issuance for such issue. Interest will be paid on February 1, 2004 and semiannually thereafter on August 1 and February 1 of each year. The legal opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California will be furnished to the successful bidder. Further information may be obtained from A. M. Miller & Co., Inc., Attention: Alan Miller, 11036 Cedarcrest Way, San Diego, California 92121 (858) 450-4280. Kelly Wetmore Director of Administrative Services/Director of Administrative Services/Deputy City Clerk RESOLUTION NO. 3647 PAGE 3 3. The preliminary official statement presented to this City Council, a copy of which is on file in the Administrative Services Department, is approved in substantially the form presented. Stradling Yocca Carlson & Rauth is authorized to make such changes in and additions to the preliminary official statement prior to mailing as may be approved by the City Manager; and the City Manager is hereby authorized and directed to deem such form, as modified, "final," except for information relating to the offering prices, interest rates, selling compensation, rating and other terms of the Bonds, depending on such matters. The execution of the official statement by the Mayor and the printing and distribution thereof (in both preliminary and final forms) in connection with the sale of the Bonds, with such changes as are approved or required as set forth above, are hereby authorized, directed, and approved. 4. The Director of Administrative Services/Deputy City Clerk is hereby authorized and directed to cause to be furnished to prospective bidders copies of a notice inviting bids, the bid form and the preliminary official statement relating to the properties, operations and finances of the City; but the failure, in whole or in part, to comply with this section shall not in any manner affect the validity of the sale of said Bonds. Said notice and bid form shall be substantially as set forth in Exhibit A hereto. 5. On any date on which bids are duly received, the City Manager is hereby authorized and directed to award the Bonds to the best bidder at a price of par or better, provided the true interest cost to the City shall not exceed eight percent (8%) per annum; provided the City Manager may, in his discretion, reject all bids. On motion by Council Member Lubin, seconded by Council Member Costello, and on the following roll call vote, to wit: AYES: Council Members Lubin, Costello, Runels, Dickens, and Mayor Ferrara NOES: None ABSENT: None The foregoing Resolution was adopted this 28th day of January, 2003. RESOLUTION NO. 3647 PAGE 4 .4~ TONY M. FE RA, MAYOR ATTEST: . VJi i/itL{)iGL- KELLY TM RE, DIRECTOR OF ADMINISTRATIVE SERVICES! DEPUTY CIT CLERK APPROVE AS TO FORM: :gl~ ~/ SPECIAL COUNSEL STRADLING YOCCA CARLSON & RAUTH RESOLUTION NO. 3647 PAGE 5 EXHIBIT "An OFFICIAL NOTICE INVITING BIDS AND BID FORM $1,900,000 SERIES A OF 2003 GENERAL OBLIGATION BONDS OF THE CITY OF ARROYO GRANDE (FIRE STATION PROJECT) (San Luis Obispo County, California) Date of Sale Tuesday, February 11, 2003 10:00 a.m., Pacific Standard Time Bids to be received at: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, Califomia 92660 Phone: (949) 725-4167 Fax: (949) 725-4100 Attn: Mark J. Huebsch Brian P. Forbath RESOLUTION NO. 3647 PAGE 6 OFFICIAL NOTICE INVITING BIDS AND BID FORM $1,900,000 SERIES A OF 2003 GENERAL OBLIGATION BONDS OF THE CITY OF ARROYO GRANDE (FIRE STATION PROJECT) NOTICE IS HEREBY GIVEN that sealed bids will be received by the City of Arroyo Grande (the "City") for the purchase of $1,900,000 aggregate principal amount of Series A of 2003 General Obligation Bonds (the "Bonds"). The Bonds are general obligations of the City, payable from ad valorem taxes, unlimited as to rate or amount, levied against all taxable property in the City (except for certain classes of personal property). The Bonds are more particularly described in the Resolution of the City Council and Supplement to Resolution (collectively, the 'Resolution"). Copies of the Resolution will be fumished to any interested bidder upon request. The sealed bids will be received and opened by a representative of the City up to the time and at the place specified as follows: Time: At the hour of 10:00 a.m., Pacific Standard Time Tuesday, February 11, 2003 Place: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, Califomia 92660 Opening Bids and Award of the Bonds. Sealed bids for the purchase of the Bonds will be received and opened at the date and time specified above by the financial advisor and a City representative, and considered subject to the terms and conditions specified as follows; provided however, that without further advertising and so long as a bid has not been accepted, sealed bids will be accepted at such time and place at 10:00 a.m. Pacific Standard Time on Tuesday, February 11, 2003, and at the same time and place on each succeeding Wednesday thereafter until a bid is accepted. Late bids will be returned unopened. The Bonds will be presented to the City Council of the City at its meeting later the same day on which bids are received. Bids for the purchase of the Bonds will be received and considered subject to the following terms and conditions: Issue. $1,900,000 Series A of 2003 General Obligation Bonds. Denomination. The Bonds will be executed and delivered in fully registered form without coupons, in the denominations of $5,000 each or any integral multiple thereof within a maturity, and numbered consecutively upward in order of authentication. Date of Bonds. The Bonds will be dated the Date of Delivery, which is currently anticipated to be on or about February 25, 2003. Interest Payments. Interest with respect to the Bonds will be paid semiannually on February 1 and August 1 of each year, commencing February 1, 2004. RESOLUTION NO. 3647 PAGE 7 Maturities. The final principal amount and exact maturity schedule for the Bonds will be determined at the time of award. For the purposes of calculating the best bid for the Bonds the following maturity schedule, which assumes that Bonds, payable August 1, will be issued for the full amount of $1,900,000, shall be used. Maturity Principal Maturity Princlpa.l Auaust 1 Amount" Auaust 1 Amount 2004 2014 2005 2015 2006 2016 2007 2017 2008 2018 2009 2019 2010 2020 2011 2021 2012 2022 2013 2023 Each bidder is required to specify in its bid whether for any particular year the Bonds will mature or, alternatively, be subject to mandatory sinking fund redemption in such year. Adjustment of Principal Amounts. The principal amounts set forth in this Official Notice Inviting Bids reflect certain estimates of the City and its financial advisor with respect to the likely interest rates of the winning bid contained in the winning bid andlor the premium contained in the winning bid. The total principal amount of the Bonds and the principal amounts payable in each of the years set forth above are subject to adjustment in $5,000 increments to reflect the actual interest rates contained in the winning bid, and to maintain substantially level annual debt service payments on the Bonds. The winning bidder will be notified of any adjustment in principal amounts prior to the time the Bonds are awarded. Optional Prepayment. Bonds maturing after August 1, 2013 are subject, at the option of the City, to call for redemption prior to their stated maturities in whole or in part on any date commencing August 1, 2012, as a whole or in part among maturities, and if in part as nearly as practicable on a pro-rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued interest to the date fixed for redemption: Dates of Redemotion Redemotion Prices August 1, 2012 through July 31,2013 101% August 1, 2013 through July31, 2014 100.5 August 1,2014 and thereafter 100 Book-Entry Only. The Bonds when executed and delivered, will be issued as fully-registered securities registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only, in principal amounts of $5,000, or any integral multiple thereof. Payments of principal, prepayment premium, if applicable, and interest evidenced by the Bonds are to be made to purchasers by DTC through the Participants (as such term is used in the Official Statement). Purchasers will not receive physical delivery of Bonds with their purchase. . Preliminary, subject to adjustment as set forth herein. RESOLUTION NO. 3647 PAGE 8 Purpose of Issue. The proceeds of the sale of the Bonds will be used for the purpose of financing the expansion and retrofitting of the City's fire station and to pay certain costs of issuance with respect to the Bonds. Bank Qualified. The City has designated the Bonds as "qualified tax-exempt obligations," thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct a portion of such institution's interest expense allocable to such qualified tax-exempt obligations, all as determined in accordance with Section 265 of the Code. Security. The Bonds are general obligations of the City, payable from ad valorem taxes, unlimited as to rate or amount, levied against all taxable property in the City (except for certain classes of personal property). Paying Agent. Wells Fargo Bank, National Association, Los Angeles, Califomia. Legal Opinion. The unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, approving the validity of the Bonds and stating that under existing statutes, regulations, rulings and court decisions, interest with respect to the Bonds is excluded from gross income for federal income tax purposes, and such interest is also exempt from personal income taxes of the State of Califomia under present State income tax laws, will be fumished to the Purchaser at the time of delivery of the Bonds at the expense of the City. A copy of such opinion, certified by an officer at the time of delivery of the City by his facsimile signature, will be printed on the back of each Bond. No charge will be made to the Purchaser for such opinion, printing or certification. Ratings. Standard & Poor's Ratings Services has assigned its municipal bond rating of "_' to the Bonds. The rating reflects only the views of the rating organization, and an explanation of the significance of such rating may be obtained from such organization. There is no assurance that the rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by the rating agency that issued the rating, if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. TERMS OF SALE Interest Rate. Bidders must specify the rate or rates of interest per annum to be evidenced by the Bonds, and the same rate or rates may be repeated as often as desired provided, however: (i) An interest rate may not exceed eight percent (8%) per annum. (ii) Each interest rate specified must be in a multiple of 1/20 or 1/8 of 1 percent. (Iii) No Bond may evidence interest at more than one rate. (Iv) Each Bond must bear interest from its date to its stated principal payment date at the interest rate specified in the bid. (v) All Bonds of the same stated principal payment date must bear interest at the same rate. (vi) The interest rate with respect to Bonds of any maturity shall not be lower than the interest rate with respect to Bonds of any earlier maturity. (vii) The difference between the highest and lowest rate of interest bid may not exceed 4%. RESOLUTION NO. 3647 PAGE 9 Basis of Award. Subject to the limitations set forth above, the Bonds will be awarded on the basis of the lowest true interest cost, including premium, if any, offered in the bids. In the event two or more bids setting forth identical interest rates, premium, if any, are received, the City reserves the right to exercise its own discretion and judgment in making the award and may award the Bonds on a pro rata basis in such denominations as the City shall determine. Bid Checks. No bid check is required with submission of the bid. No Discount. No bid will be considered for less than the par value of the Bonds offered for sale. Right of Rejection. The City reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. Prompt Award. The City will take action awarding the Bonds or rejecting all bids not later than 26 hours after the hour designated above for the opening of bids, unless such time of award is waived by the Purchaser. Delivery and Payment. It is estimated that delivery of the Bonds will be made to the Purchaser by February 25, 2003. Payment of the purchase price (less the amount of the bid check mentioned below) must be made in funds immediately available to the City. Right of Cancellation. The Purchaser will have the right at its option to withdraw its bid if the Bonds are not executed and tendered the same for delivery within sixty (60) days from the date of sale thereof, and in such event, the successful bidder will be entitled to the retum of the good faith deposit accompanying its bid. Fonn of Bid. The bids must be for all of the Bonds and for not less than one hundred percent (100%) of the principal amount thereof. Each bid must be enclosed in a sealed envelope addressed to the City of Arroyo Grande, c/o Stradling Vacca Carlson & Rauth, Attention: Mark J. Huebsch, 660 Newport Center Drive, Suite 1600, Newport Beach, Califomia 92660, and endorsed 'Bid for City of Arroyo Grande 2003 General Obligation Bonds." Each bid must be in accordance with the terms and conditions set forth herein and must be delivered to the office of Stradling Vocca Carlson & Rauth. Telecopied Bids. Telecopied bids are at the sole risk of the bidder and will be accepted only if such telecopied bid is received Stradling Vocca Carlson & Rauth at their Newport Beach office no later than 10:00 a.m. Pacific Standard Time, February 11, 2003. None of the City, A. M. Miller & Co., Inc. nor Stradling Vacca Carlson & Rauth shall be responsible if a busy signal is reached or for any transmission equipment failure resulting in a bid not being accurately received or received later than 10:00 a.m. Pacific Standard Time, or other designated bid cut-off time or bid date. Telecopied bids should be sent to (949) 725-4100 on the moming of the bid in sufficient time to be received prior to 10:00 a.m. Pacific Standard Time. Facsimile signatures are valid and shall be legally binding against the purchaser of the Bonds. Estimate of True Interest Cost. Bidders are requested to supply a calculation of the total true interest cost and the true interest rate of the Bonds on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. CUSIP Numbers. It is anticipated that CUSIP identification numbers will be assigned to the Bonds. It shall be the responsibility of the Purchaser to obtain CUSIP numbers. Neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of RESOLUTION NO. 3647 PAGE 10 this Official Notice Inviting Bids. The CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser. California Debt and Investment Advisory Commission Fee. Bidders are advised that, pursuant to Section 8856 of the Califomia Government Code, it will be the responsibility of the Purchaser to pay the statutory fee to the California Debt and Investment Advisory Commission. Closing Documents. In addition to the opinion of Bond Counsel referred to above, at the time of payment for the delivery of the Bonds, the City will furnish the successful bidder the following documents, all to be dated as of the date of delivery: 1. No Litigation Certificate. At the time of delivery of the Bonds, the Purchaser will receive a certificate of the City to the effect that there is no litigation pending or, to the best of such officer's knowledge, threatened against the City affecting the validity of the Bonds. 2. Signature Certificate. A certificate of appropriate officers of the City indicating that they have signed the Bonds by manual or facsimile signature and that they were duly authorized to execute the same. 3. Treasurer's Receipts. The receipt of the Treasurer of the City showing that the purchase price of the Bonds has been received by the City. 4. Certificate Concerning Official Statement. A certificate of an appropriate officer of the City, acting in such person's official and not personal capacity, to the effect that at the time of the sale of the Bonds and at all times subsequent thereto up to and including the time of delivery of the Bonds, to the best knowledge of such officer, after due inquiry, the Official Statement relating to the Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 5. Continuing Disclosure Agreement. An agreement executed by the City as Issuer covenanting to comply with the annual reporting requirements of SEC Rule 15c2-12. Purchaser's Closing Certificate. The Purchaser must deliver such certificates to the City as may be required by Bond Counsel dated the date of execution and delivery of the Bonds, indicating: (i) the initial offering price at which not less than ten percent (10%) of the Bonds were sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers), (ii) the "yield" on the Bonds as calculated in accordance with the Internal Revenue Code of 1986, as amended, and (iii) such other information as may be required to assist the City in filing the required Internal Revenue Service Form 8038-G for the Bonds. Preliminary Official Statement and Final Official Statement. The Preliminary Official Statement, dated January _' 2003, distributed in connection with the sale of the Bonds, as the same may be supplemented on or prior to the bid date, (the "Preliminary Official Statement"), has been deemed final by the City for purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), but is subject to revision, amendment and completion in a final Official Statement (the "Official Statement") as provided in the Rule. Within seven (7) business days after the award of the bid, the City will fumish to the Purchaser, at no charge, up to 100 copies of the Official Statement. RESOLUTION NO. 3647 PAGE 11 Information Available. Requests for copies of the Preliminary Official Statement pertaining to the Bonds, the Official Notice Inviting Bids, or for other information conceming the City or the Bonds should be addressed to the City's financial advisor: A.M. Miller & Co., ,Inc., 11036 Cedarcrest Way, San Diego, Califomia 92121. Telephone (858) 450-4280, Telefax (858) 450-9880. CITY OF ARROYO GRANDE By: /5/ Kellv Wetmore Director of Administrative Services/Deputy City Clerk BID FORM FOR SERIES A OF 2003 GENERAL OBLIGATION BONDS TO: City of Arroyo Grande clo Stradling Yocca Cartson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 FOR: Bid for Series A of 2003 General Obligation Bonds $1,900,000 In accordance with all terms and conditions of your Official Notice Inviting Bids for the above mentioned Bonds, we submit the following bid for Bonds to be dated the date of delivery, with interest payable February 1, 2004 and thereafter semiannually on August 1 and February 1: Sinking Sinking Maturity Principal Sarlal Fund Intarest Maturity Principal Serial Fund Interest Auaust 1 Amount Malurllv Reclamation HI!! Auaust 1 &n2!m! Maturitv RedemDtlon HI!! (check one) (check one) 2004 2014 ~ ~ 2005 2015 % ~ 2006 2016 ~ % 2007 2017 % % 2008 2018 % ~ 2009 2019 ~ % 2010 2020 % % 2011 2021 % % 2012 2022 % % 2013 2023 % % We will pay _% for a total of $ which is the principal amount thereof plus a premium of $ Our calculation of the true Inlerest cast (TIC), which is considered to be informative only and not a part of the bid, is %. Facsimile signatures are valid and legally binding against us. We recognize that the principal amount set forth in the Official Notice Inviting Bids reflects certain estimates of the City and its financial advisor with respect to the interest rates of the winning bid and the premium contained In the winning bid. We agree that the principal amount of the Bonds and the aggregate principal amount of any maturity are subject to adjustment in $5,000 increments to reflect the actual interest rates and any premium contained in the winning bid. This bid is subject to acceptance within 26 hours after the expiration of the time for the receipt of bids, as specified in said Official Notice Inviting Bids and we agree that, if we are the winning bidder, we will be notified of any adjustment in the principal amount of the Bonds within such 26-hour period. This offer is subject to receipt of a satisfactory legal opinion by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, Califomia, as described in the Official Notice Inviting Bids. Submitted By: Other Members of the Syndlcale are: (Representative's Printed Name) (Representative's Signature) Dale: Check Number: Telephone Number: Fax Number: Firm: - - . - . ,- . - . . . .- '. . RESOLUTION NO. 3647 OFFICIAL CERTIFICATION I, KELLY WETMORE, Director of Administrative Services/Deputy City Clerk of the City of Arroyo Grande, County of San Luis Obispo, State of California, do hereby certify under penalty of perjury, that Resolution No. 3647 is a true, full, and correct copy of said Resolution passed and adopted at a special meeting of the City Council of the City of Arroyo Grande on the 28th day of January, 2003. WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 31st day of January, 2003. " ~LU ~1i{ Q/LL ETM RE, DIRECTOR OF ADMINISTRATIVE SERVICES/ DEPUTY CITY CLERK . -"