HomeMy WebLinkAbout7393 RESOLUTION NO. 7393
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA
PROVIDING FOR THE ISSUANCE OF ITS GENERAL OBLIGATION
REFUNDING BONDS, ELECTION OF 2006 (BOND MEASURE A),
SERIES 2021 IN THE PRINCIPAL AMOUNT NOT TO EXCEED
$4,985,000 AND GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2021 (POLICE STATION PROJECT) IN THE PRINCIPAL
AMOUNT NOT TO EXCEED $3,867,000
WHEREAS, pursuant to the provisions of Chapter 4 of Division 4 of Title 4 of the
California Government Code (Sections 43600 et seq.), as amended (the "Law"), and
pursuant to Ordinance No. 2214 adopted by the City Council (the "City Council") of the
City of Arcadia (the "City") on January 3, 2006 (the "Measure A Ordinance"), a special
election was duly and regularly held on the 11th day of April, 2006, in that territory
included within the boundaries of the City (the "Measure A Election") at which Measure
A Election there was submitted to the qualified voters of said City the following:
BOND MEASURE A
To improve public safety, vehicular and pedestrian traffic and
ease congestion on Santa Anita Avenue, shall the City of
Arcadia cause to be constructed or acquired a grade
separation at the intersection of Santa Anita Avenue and the
Metropolitan Transportation Authority Gold Line Foothill
Extension by issuing up to Eight Million ($8,000,000) Dollars
of bonds, at legal rates, with citizens' oversight, independent
financial audits, and no money for administrator's salaries?
and;
WHEREAS, pursuant to the provisions of the Law, and pursuant to Ordinance
No. 2111 adopted by the City Council of the City of Arcadia on August 3, 1999 (the
"Police Station Ordinance" and, together with the Measure A Ordinance, the
"Ordinances") and Resolution No. 6131 adopted by the City Council of the City on
August 3, 1999, a special election was duly and regularly held on the 2nd day of
4844-2897-4332v4/024217-0008
November, 1999, in that territory included within the boundaries of the City (the "Police
Station Election" and, together with the Measure A Election, the "Elections") at which
Police Station Election there was submitted to the qualified voters of said City the
following:
PROPOSITION: Shall the City of Arcadia incur a
bonded indebtedness in the principal amount of $8,000,000
for the construction and completion of the following
municipal improvement, to wit: police station in the Arcadia
Civic Center, including facilities for emergency operations,
police dispatch and 911 emergency communications,
detective bureau, records, police laboratory, jail facility,
evidence storage and other works, property or structures for
efficient, effective law enforcement necessary for said City
Police Station?
and;
WHEREAS, two-thirds or more of the votes cast at each of the Elections were in
favor of and assented to the incurring of such indebtedness, and all the requirements of
the Constitution and laws of the State of California have been complied with in the
holding of each of the Elections; and
WHEREAS, the City previously issued pursuant to the authorization of the
Measure A Election and the Law $8,000,000 original principal amount of City of Arcadia
General Obligation Bonds, Election of 2006 (Bond Measure A), Series 2011 (Bank
Qualified) (the "Prior Measure A Bonds") payable from the levy of an ad valorem tax
against the taxable property in the City; and
WHEREAS, the City previously issued (i) pursuant to the authorization of the
Police Station Election and the Law $8,000,000 original principal amount of City of
Arcadia Series A of 2001 General Obligation Bonds (Police Station Project) (the "2001
Police Station Bonds") and (ii) pursuant to the Police Station Election, the Law and
2
Articles 9 and 11, Chapter 3, Part 1 of Division 2 of the California Government Code
(commencing with Sections 53550 and 53580, respectively) (the "Bond Law") the
$6,315,000 City of Arcadia General Obligation Refunding Bonds Series 2012 (Police
Station Project) (Bank Qualified) (the "Prior Police Station Bonds" and, together with the
Prior Measure A Bonds, the "Prior Bonds") payable from the levy of an ad valorem tax
against the taxable property in the City to refinance the 2001 Police Station Bonds; and
WHEREAS, pursuant to Section 53550 of the Government Code of the State of
California, the City is authorized to issue refunding bonds to refund all or a portion of the
Prior Measure A Bonds (the "Refunded Measure A Bonds") and Prior Police Station
Bonds (the "Refunded Police Station Bonds" and, together with the Refunded Measure
A Bonds, the "Refunded Bonds"); and
WHEREAS, in accordance with the Elections, the Ordinance, the Law and the
Bond Law, the City now desires to issue approximately $4,985,000 in refunding bonds
to refinance the Refunded Measure A Bonds and $3,867,000 in refunding bonds to
refinance the Refunded Police Station Bonds; and
WHEREAS, it is found and determined by this City Council that the best interests
of the City would be served by proceeding according to the provisions of the Law and
the Bond Law to issue the General Obligation Refunding Bonds, Election of 2006 (Bond
Measure A), Series 2021 (the "2021 Measure A Bonds") to refund the Refunded
Measure A Bonds and the General Obligation Refunding Bonds, Series 2021 (Police
Station Project) (the "2021 Police Station Bonds" and, together with the 2021 Measure
A Bonds, the "Bonds") to refund the Refunded Police Station Bonds; and
3
WHEREAS, the City Council has determined that The Bank of New York Mellon
Trust Company, N.A. (the "Paying Agent") shall act as the initial paying agent and
registrar for the Bonds subsequent to the adoption of this Resolution; and
WHEREAS, in order to effect the issuance of the Bonds, the City Council desires
to approve a Paying Agent Agreement by and between the City and the Paying Agent
with respect to the Bonds, the form of which is on file with the City Clerk and presented
at this meeting; and
WHEREAS, in order to provide for the prepayment and defeasance of the
Refunded Police Station Bonds, the City Council desires to approve the form of and
authorize the execution and delivery of an Escrow Agreement by and between the
Paying Agent, acting as escrow agent with respect to the Refunded Police Station
Bonds, the form of which is on file with the City Clerk and presented at this meeting; and
WHEREAS, the City has received proposals from a number of potential investors
for the purchase of the Bonds, and has evaluated such proposals together with its
municipal advisor; and
WHEREAS, this City Council has determined that it is in the best interest of the
City to sell the Bonds to Sterling National Bank (the "Bank"), or a related entity, pursuant
to a financing proposal of the Bank dated September 10, 2021 (the "Term Sheet") and
in the manner hereinafter set forth; and
WHEREAS, in compliance with SB 450, the City has obtained from its municipal
advisor the required good faith estimates and such estimates are disclosed and set forth
in an attachment to the staff report submitted herewith;
4
NOW, THEREFORE, the City Council of the City of Arcadia, California, DOES
HEREBY RESOLVE, DETERMINE AND ORDER as follows:
SECTION 1. Each of the above recitals is true and correct.
SECTION 2. The issuance of the 2021 Measure A Bonds in a principal amount
not to exceed $4,985,000 is hereby approved and such 2021 Measure A Bonds shall
mature on the dates and pay interest at the rate set forth in and all other provisions of
the 2021 Measure A Bonds shall be governed by the terms and conditions of a
Supplement to this Resolution to be executed by the Mayor of the City, the City
Manager, the Director of Administrative Services, or their written designee (each an
"Authorized Officer" and collectively, the "Authorized Officers"), which Supplement to
Resolution is hereby approved in substantially the form attached hereto as Exhibit "A"
(the "Measure A Supplement to Resolution"), together with such additions thereto and
changes therein as Bond Counsel and the Authorized Officers deem necessary.
Approval of such changes shall be conclusively evidenced by the execution and delivery
of the Measure A Supplement to Resolution by an Authorized Officer. The covenants
set forth in the Measure A Supplement to Resolution are hereby approved, shall be
deemed covenants of the City Council and shall be complied with by the City and its
officers. The Measure A Supplement to Resolution shall constitute a contract between
the City and the Owner of the 2021 Measure A Bonds.
SECTION 3. The issuance of the 2021 Police Station Bonds in a principal
amount not to exceed $4,985,000 is hereby approved and such 2021 Police Station
Bonds shall mature on the dates and pay interest at the rates set forth in and all other
provisions of the 2021 Police Station Bonds shall be governed by the terms and
conditions of a Supplement to this Resolution to be executed by the an Authorized
Officer, which Supplement to Resolution is hereby approved in substantially the form
attached hereto as Exhibit "B" (the "Police Station Supplement to Resolution"), together
with such additions thereto and changes therein as Bond Counsel and the Authorized
Officers deem necessary. Approval of such changes shall be conclusively evidenced by
the execution and delivery of the Police Station Supplement to Resolution by an
Authorized Officer. The covenants set forth in the Police Station Supplement to
Resolution are hereby approved, shall be deemed covenants of the City Council and
shall be complied with by the City and its officers. The Police Station Supplement to
Resolution shall constitute a contract between the City and the Owner of the 2021
Police Station Bonds.
SECTION 4. The Bank has offered to purchase the Bonds on a direct placement
basis pursuant to the terms of the Term Sheet, in the form presented at this meeting.
Each of the Authorized Officers is hereby authorized and directed, for and in the name
and on behalf of the City, to execute the Term Sheet, if necessary, and to take any and
all actions necessary to effectuate a sale of the Bonds to the Bank in accordance with
the Term Sheet, and any such actions previously taken are hereby ratified and
approved.
SECTION 5. The form of the Escrow Agreement to be executed by the City
presented to this City Council is approved in substantially the form presented. Each of
the Authorized Officers is hereby authorized and directed, for and in the name and on
behalf of the City, to execute the Escrow Agreement in substantially said form, with
such changes therein as such Authorized Officers executing such document may
6
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
SECTION 6. The City Council hereby authorizes Stradling Yocca Carlson &
Rauth, a Professional Corporation, to act as Bond Counsel, and Urban Futures, Inc., to
act as municipal advisor to the City and the Authorized Officers are each hereby
authorized to execute contracts with such firms, if necessary.
SECTION 7. The Authorized Officers are each hereby authorized and directed,
jointly and severally, to do any and all things and to execute and deliver any and all
documents which each may deem necessary or advisable in order to consummate the
sale, execution and delivery of the Bonds and the refinancing of the Refunded Bonds
and otherwise to carry out, give effect to and comply with the terms and intent of the
Term Sheet, this Resolution and the Measure A Supplement to Resolution and Police
Station Supplement to Resolution thereto, the Bonds, the Paying Agent Agreement, and
the Escrow Agreement. Such actions heretofore taken by such officers or designees
are hereby ratified, confirmed and approved.
SECTION 8. The City Clerk shall certify to the adoption of this Resolution, and
thenceforth and thereafter the same shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
7
Passed, approved and adopted this 19th day of October, 2021.
Mayor of the Ci f Arcadia
ATTE T:
er
APPROVED AS TO FORM:
•
Stepheh P. Deitsch
City Attorney
8
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF ARCADIA )
I, GENE GLASCO, City Clerk of the City of Arcadia, hereby certifies that the
foregoing Resolution No. 7393 was passed and adopted by the City Council of the City of
Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said
Council held on the 19th day of October, 2021 and that said Resolution was adopted by the
following vote, to wit:
AYES: Beck, Chandler, Verlato, Cheng, and Tay
NOES: None
ABSENT: None
/fit Alecsr--
lerk 6 ' y of Arcadia
9
EXHIBIT "A"
FORM OF MEASURE A SUPPLEMENT TO RESOLUTION
A-1
Stradling Yocca Carlson &Rauth
Draft dated October 12, 2021
SUPPLEMENT TO RESOLUTION NO.
GOVERNING TERMS OF THE $4,985,000 CITY OF
ARCADIA GENERAL OBLIGATION REFUNDING BONDS,
ELECTION OF 2006(BOND MEASURE A),SERIES 2021
DATED AS OF NOVEMBER 1,2021
4840-7916-2877v5/024217-0008
SUPPLEMENT TO RESOLUTION NO.
THIS SUPPLEMENT TO RESOLUTION NO. executed as of this Pt day of
November, 2021 governs the terms of the City of Arcadia General Obligation Refunding Bonds,
Election of 2006(Bond Measure A), Series 2021.
RECITALS:
WHEREAS, pursuant to the provisions of the City Charter of the City and Chapter 4 of
Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.), as amended (the
"Law"), and pursuant to Ordinance No. 2214 adopted by the City Council of the City of Arcadia on
January 3, 2006 (the "Ordinance"), a special election was duly and regularly held on the 11 th day of
April 2006, in that territory included within the boundaries of the City (the "Election") at which
Election there was submitted to the qualified voters of said city the following:
BOND MEASURE A
To improve public safety, vehicular and pedestrian traffic and
ease congestion on Santa Anita Avenue, shall the City of Arcadia
cause to be constructed or acquired a grade separation at the
intersection of Santa Anita Avenue and the Metropolitan
Transportation Authority Gold Line Foothill Extension by issuing up
to Eight Million ($8,000,000) Dollars of bonds, at legal rates, with
citizens' oversight, independent fmancial audits, and no money for
administrator's salaries?
; and
WHEREAS, two-thirds or more of the votes cast at the Election were in favor of and
assented to the incurring of such indebtedness for the stated purpose (the "Project"), and all the
requirements of the Constitution and laws of the State of California have been complied with in the
holding of the Election; and
WHEREAS, the City previously issued pursuant to the authorization of the Election and the
Law $8,000,000 original principal and denominational amount of City of Arcadia General Obligation
1
4840-7916-2877v5/024217-0008
Bonds, Election of 2006 (Bond Measure A), Series 2011 (Bank Qualified) (the "Prior Bonds")
payable from the levy of an ad valorem tax against the taxable property in the City; and
WHEREAS, pursuant to Section 53550 of the Government Code of the State of California,
the City is authorized to issue refunding bonds to refund all or a portion of the Prior Bonds (the
"Refunded Bonds"); and
WHEREAS, in accordance with the Election, the Ordinance, the Law and Articles 9 and 11,
Chapter 3, Part 1 of Division 2 of the California Government Code (commencing with
Sections 53550 and 53580, respectively) (the"Bond Law"),the City now desires to issue $4,985,000
in refunding bonds to refinance the Refunded Bonds; and
WHEREAS, it is found and determined by this City Council that the best interests of the City
would be served by proceeding according to the provisions of the Law and the Bond Law to issue the
General Obligation Refunding Bonds, Election of 2006 (Bond Measure A), Series 2021 (the
"Bonds")to refund the Refunded Bonds; and
WHEREAS, the City Council has determined that The Bank of New York Mellon Trust
Company,N.A. (the "Paying Agent") shall act as the initial paying agent and registrar for the Bonds
subsequent to the adoption of this Resolution; and
WHEREAS, it is found and determined by this City Council that the best interests of the City
would be served by proceeding with the authorization of the issuance of General Obligation
Refunding Bonds of the City according to the provisions of the Bond Law for the purpose of
refmancing the construction and acquisition of the Project approved by the voters;
NOW, THEREFORE, in order to establish the terms and conditions upon and subject to
which the General Obligation Refunding Bonds, Election of 2006 (Bond Measure A), Series 2021
(the `Bonds") are to be issued, the City Council does hereby covenant and agree, for the benefit of
the Owners of the Bond, as follows:
2
4840-7916-2877v5/024217-0008
SECTION 1. Definitions. Unless the context clearly otherwise requires the following
terms or as defined in the recitals hereof shall have the respective meanings ascribed to them in this
Section 1:
Administrative Services Director. The term "Administrative Services Director"
means the person responsible for the financial affairs of the City, appointed by the City Manager
from time to time; as of the date of this Resolution, such person is the Director of Administrative
Services of the City.
Auditor. The term "Auditor" means the County Auditor-Controller of the County of
Los Angeles,California,being the Auditor-Controller of such County.
Authorized Investments. The term "Authorized Investments" means any investment
permitted by law to be made with any moneys belonging to or in the custody of the City and by any
policy guidelines promulgated by the City; including:
1. Generally approved qualifying investment instruments:
a. Obligations of the U.S. Government, its agencies, and
instrumentalities.
b. Certificates of deposit with banks and savings and loans doing
business in the State of California.
c. Prime Banker's Acceptances.
d. Prime Commercial Paper.
e. Repurchase Agreements and Money Market Funds whose underlying
collateral consists of the foregoing.
f. Los Angeles County's Investment Pool for local agencies, which
includes the purchase of Reverse Repurchase Agreements.
g. Pools and other investment structures incorporating investments listed
in a through e.
3
4840-7916-2877v5/024217-0008
2. Generally approved qualifying investment instruments for City funds, as
further limited by the investment policy:
a. United States Treasury Bills, Bonds, and Notes, or those for which the
full faith and credit of the United States are pledged for payment of
principal and interest.
b. Obligations issued by the United States Government Agencies such as
the Government National Mortgage Association (GNMA), Federal
Farm Credit Bank System (FFCB), the Federal Home Loan Bank
Board (FHLB), the Federal Home Loan Mortgage Corporation
(FHLMC), the Federal National Mortgage Association (FNMA), and
the Student Loan Marketing Association(SLMA).
c. Bills of exchange or time drafts drawn on and accepted by a
commercial bank otherwise known as banker's acceptances.
Purchases of banker's acceptances may not exceed 180 days to
maturity.
d. Commercial paper ranked P1 by Moody's Investor Services and Al
by S&P, and issued by a domestic corporation having assets in excess
of $500 million and having an A or better rating on its long-term
debentures as provided by Moody's or S&P.
e. Local Agency Investment Fund. The City may invest in the Local
Agency Investment Fund (LAIF) established by the State Treasurer
for the benefit of local agencies up to the maximum amount permitted
by State law.
4
4840-7916-2877v5/024217-0008
f. Money market funds rated in the highest category of Moody's or
S&P, or administered by a domestic bank with long-term debt rated in
one of the top two categories of Moody's or S&P.
Authorized Representative of the City. The term "Authorized Representative of the
City" means the Mayor, the City Manager, the Administrative Services Director or any other person
or persons designated by any of them in a written certificate or by the City Council of the City and
authorized to act on behalf of the City by a written certificate signed on behalf of the City by the
Mayor of the City and containing the specimen signature of each such person.
Bond Counsel. The term "Bond Counsel" means an attorney or firm of attorneys of
whose opinions are nationally accepted in matters pertaining to the tax-exempt status of interest on
bonds issued by states and their political subdivisions.
Bonds. The term "Bonds" or "Bond" means the City's $4,985,000 General
Obligation Refunding Bonds, Election of 2006 (Bond Measure A), Series 2021, issued as a single,
fully registered bond hereunder.
Closing Date. The term "Closing Date" is the date the Bond is delivered to the
Original Purchaser thereof.
Code. The term"Code"means the Internal Revenue Code of 1986, as amended, and
any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the
United States Treasury Department or Internal Revenue Service interpreting and construing it.
Computation Year. The term"Computation Year"means, with respect to the Bonds,
the period beginning on the Closing Date and ending on August 1, 2031 and each 12-month period
ending on August 1 thereafter until there are no longer any Bonds outstanding, or such other
computation year as may be established pursuant to the Tax Certificate.
Costs of Issuance. The term"Costs of Issuance"means all of the costs authorized to
be paid from the proceeds of the Refunding Bonds set forth in Section 53550(e) and (f) and
5
4840-7916-2877v5/024217-0008
Section 53587 of the Government Code, including, but not limited to, all printing and document
preparation expenses in connection with this Resolution and the Bonds and any and all other
agreements, instruments, certificates or other documents prepared in connection therewith; fmancial
advisory fees; bond counsel fees; auditor's fees; legal fees and expenses of counsel with respect to
the financing;the initial fees and expenses of the Paying Agent; other fees for professional consulting
services, fees for credit enhancement relating to the Bonds, if any; and other fees and expenses
incurred in connection with the issuance of the Bonds, to the extent such fees and expenses are
approved by the City.
Costs of Issuance Fund. The term "Costs of Issuance Fund" means the fund of that
name established under the Bond Law and Section 12 hereof
Debt Service Fund. The term "Debt Service Fund" means the fund of that name
established under the Law and Section 14 hereof.
Federal Securities. Means direct or indirect noncallable obligations of, or
noncallable, nonrepayable obligations unconditionally guaranteed as to full and timely payment of
principal and interest by, the United States of America, but excluding investments in mutual funds or
unit investment trusts.
Interest Payment Date. The term "Interest Payment Date" means each February 1
and August 1, commencing February 1, 2022.
Original Purchaser. The term "Original Purchaser" means Sterling National Bank
and/or its successor by merger.
Owner. The term "Owner" or "Bond Owner" or any similar term, when used with
respect to the Bonds, means any person in whose name a Bond is registered in the books of
registration maintained by the Paying Agent.
6
4840-7916-2877v5/024217-0008
Paying Agent. The term "Paying Agent" means that entity so designated from time
to time by the City Council of the City to serve as, paying agent, transfer agent and registrar for the
Bonds. The initial Paying Agent shall be The Bank of New York Mellon Trust Company,N.A.
Rebate Regulations. The term "Rebate Regulations" means the Treasury
Regulations issued under Section 148(f)of the Code.
Record Date. The term "Record Date" shall mean the fifteenth day of the month
preceding an Interest Payment Date.
Refunded Bonds Paying Agent. The term "Refunded Bonds Paying Agent" shall
mean The Bank of New York Mellon Trust Company,N.A., as paying agent for the Prior Bonds.
Resolution. The term "this Resolution" shall mean, collectively, Resolution
No. of the City Council,together with this Supplement to Resolution.
Tax Certificate. The term"Tax Certificate" shall mean that certain certificate of such
name executed by the City on the Closing Date to establish certain facts and expectations and which
contains certain covenants relevant to compliance with the Code.
Treasurer. The term"Treasurer"means the City Treasurer of the City.
SECTION 2. Authorization to Issue. Bonds of the City in the sum of$4,985,000 shall be
issued for the purpose of refunding the Refunded Bonds, which were issued for the purpose stated in
the proposition set out in the recitals hereof. Said Bonds are further issued pursuant to the provisions
of the Law and the Bond Law. Said Bonds shall be designated the "City of Arcadia General
Obligation Refunding Bonds, Election of 2006(Bond Measure A), Series 2021." The Bonds shall be
issued in the form of a single, fully registered bond in a denomination equal to the original principal
amount of$4,985,000, as reduced by scheduled payments of principal as set forth in Section 11(b).
The Bonds shall mature on August 1,2031, and shall bear interest at the rate of 1.280%.
The Bonds shall bear interest at the rate set forth above, from the Closing Date, payable on
February 1, 2022 and thereafter semiannually on each August 1 and February 1. Each Bond shall
7
4840-7916-2877v5/024217-0008
bear interest until its principal sum has been paid; provided, however, that if funds are available for
the payment thereof on such Bond's applicable maturity date in full accordance with the terms of this
Resolution, such Bond shall then cease to bear interest. Interest on the Bonds shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months.
The Paying Agent shall pay principal of and interest and redemption premium(if any) on the
Bonds when due by wire transfer in immediately available funds to the Owner in accordance with
such wire transfer instructions as shall be filed by the Owner with the Paying Agent from time to
time, and(ii)payments of principal due to mandatory sinking fund redemption of the Bonds shall be
made without the requirement for presentation and surrender of the Bonds by the Owner.
The Bonds shall be numbered No. 1 and sequentially upwards and shall be dated the Closing
Date, except that Bonds issued upon exchanges and transfers of other Bonds shall be dated so that no
gain or loss of interest shall result from the exchange or transfer. Interest on the Bond shall be paid
by the Paying Agent, on the Interest Payment Date to the Owner as its name and address appear on
the register kept by the Paying Agent at the close of business on the applicable Record Date by wire
transfer in immediately available funds to the Owner in accordance with such wire transfer
instructions as shall be filed by the Owner with the Paying Agent from time to time. The Bond shall
bear interest from the Interest Payment Date next preceding the date of authentication with respect to
which interest has been paid or provided for (unless (i)the date of authentication is prior to the first
Record Date, in which event from the Closing Date, (ii)the date of authentication is after a Record
Date and before the following Interest Payment Date, in which event it shall bear interest from such
Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it
shall bear interest from such date)until the principal hereof shall have been paid.
$4,985,000.00 of proceeds of the Bonds (comprising the $4,985,000.00 aggregate principal
amount thereof) shall be disbursed, as follows:
8
4840-7916-2877v5/024217-0008
$ to the Costs of Issuance Fund to be
applied to pay Costs of Issuance in
accordance with Section 12
$ to Refunded Bonds Paying Agent for the
prepayment of the Refunded Bonds
$4,985,000.00 TOTAL
The amount designated above for transfer to the Refunded Bonds Paying Agent is hereby
determined to be that amount necessary to refund the Refunded Bonds.
SECTION 3. Transfer Restrictions. Notwithstanding anything herein to the contrary, a
Bond Owner may only transfer Bonds in whole to a new Owner who executes and delivers to the
City and the Paying Agent a letter of the transferee substantially in the form attached hereto as
Exhibit "B" who is (i) an affiliate of the Original Purchaser of the Bonds or (ii) a "Qualified
Institutional Buyer" as defined in Rule 144A under the Securities Act. Nothing herein shall limit the
right of the Owner of the Bonds or its assignees to sell or assign participation interests therein to one
or more entities listed in(i)or(ii) listed above.
SECTION 4. Place of Payment. The Bonds shall be payable in lawful money of the
United States of America and principal of the Bonds shall be payable at maturity upon surrender
thereof at the designated corporate trust office of the Paying Agent.
SECTION 5. Paying Agent. The initial Paying Agent for the Bonds shall be The Bank of
New York Mellon Trust Company, N.A. The Paying Agent may at any time resign and be
discharged of the duties and obligations created by this Resolution by giving at least 45 days' written
notice to the City. At any time, following at least forty-five (45) days' prior notice (or such lesser
period of time as shall be mutually agreeable to the Paying Agent and the City) the Paying Agent
may be removed at any time by an instrument filed with such Paying Agent and signed by the City.
A successor Paying Agent shall be appointed by the City and shall be a bank or trust company
organized under the laws of any state of the United States, a national banking association or any
9
4840-7916-2877v5/024217-0008
other fmancial institution, having capital stock and surplus aggregating at least $75,000,000 and
doing business in the State and willing and able to accept the office on reasonable and customary
terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such
Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and
delivering to the City a written acceptance thereof. Resignation or removal of the Paying Agent shall
be effective upon appointment and acceptance of a successor Paying Agent.
In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay
over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no
successor, to the Administrative Services Director. In the event that for any reason there shall be a
vacancy in the office of the Paying Agent, the Administrative Services Director shall act as such
Paying Agent. The City shall cause the new Paying Agent appointed to replace any resigned or
removed Paying Agent to mail notice of its appointment and the address of its designated office to all
registered Owners.
SECTION 6. Form of Bonds. The Bonds shall be substantially in the form attached hereto
as Exhibit"A." Such form is hereby approved and adopted as the form of the Bonds and of the
redemption, exchange, registration and assignment provisions pertaining to them, with necessary or
appropriate variations, omissions, and insertions, as permitted or required by this Resolution.
SECTION 7. Execution and Authentication of the Bonds. The Bonds shall be signed on
behalf of the City by its Mayor and by its Treasurer by facsimile signatures and by its City Clerk, or
authorized Deputy City Clerk, by facsimile signature. The foregoing officers are hereby authorized
and directed to sign the Bonds in accordance with this Section 7. If any City officer whose facsimile
signature appears on the Bonds ceases to be an officer before delivery of the Bonds, his or her
signature is as effective as if he or she had remained in office.
The Paying Agent shall authenticate the Bonds on registration and/or exchange to effectuate
the registration and exchange provisions set forth in Section 8 below; and only those Bonds that have
10
4840-7916-2877v5/024217-0008
endorsed on them a certificate of authentication, substantially in the form set forth in the form of
Bond, duly executed by the Paying Agent, shall be entitled to any rights, benefits or security under
this Resolution. No Bond shall be valid or obligatory for any purpose unless and until the certificate
of authentication thereon has been duly executed by the Paying Agent. The certificate of the Paying
Agent upon any Bond shall be conclusive and the only evidence required that the Bond has been duly
authenticated and delivered under this Resolution. The Paying Agent's certificate of authentication
on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Bonds that may be issued hereunder.
SECTION 8. Registration, Transfers and Exchanges. The Bond may, in accordance
with its terms,be transferred,upon the registration books required to be kept by the Paying Agent,by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such single, fully registered Bond for cancellation, accompanied by delivery of a written
instrument of transfer in a form approved by the Paying Agent,duly executed.
Whenever the Bond shall be surrendered for transfer, the Paying Agent shall authenticate and
deliver a new Bond of the same series and maturity, for the like aggregate principal amount of the
Bond surrendered.
The Bond may be exchanged at the designated corporate trust office of the Paying Agent for
a Bond of like aggregate principal amount of the same series and maturity.
The person, firm or corporation requesting the transfer or exchange shall pay any costs or
charges in connection with the transfer or exchange as are established by the Paying Agent, in
addition to paying any tax or governmental charge that may be imposed in connection with the
transfer or exchange. The Paying Agent shall not be required,however,to register a transfer or make
an exchange of the Bond if the Bond has been called for redemption.
11
4840-7916-2877v5/024217-0008
SECTION 9. Registration Books. The Paying Agent will keep at its designated corporate
trust office, sufficient books for the registration and transfer of the Bonds. The books shall at all
times be open to inspection by the City; and, upon presentation for such purpose, the Paying Agent
shall under such reasonable regulations as it may prescribe, register or transfer, or cause to be
registered or transferred, on the register, the Bonds as hereinbefore provided.
SECTION 10. Initial Delivery of Bonds. The Bonds shall initially be delivered as a single,
fully registered bond in the name of the Original Purchaser and shall not be (i) assigned a rating by
any rating agency, (ii) registered with The Depository Trust Company or any other securities
depository, (iii) issued pursuant to any type of offering document or official statement, or
(iv) assigned CUSIP numbers by CUSIP Global Services.
SECTION 11. Redemption.
(a) Optional Redemption. The Bond is subject, at the option of the City, to
redemption, in whole but not in part, on any Interest Payment Date commencing February 1, 2022, at
a redemption price equal to the principal amount thereof, together with accrued interest to the date
fixed for redemption:
Redemption Dates Redemption Prices
February 1, 2022 through and including August 1, 2024 102%
February 1, 2025 through and including August 1, 2026 101
February 1, 2027 and any Interest Payment Date thereafter 100
(b) Mandatory Sinking Fund Redemption. The Bond shall be subject to
mandatory sinking fund redemption, in part, on August 1 in each year, commencing August 1, 2022,
at a redemption price equal to the principal amounts in the respective years as follows:
Redemption Dates
(August 1) Principal Amount
2022 $
2023
2024
2025
2026
12
4840-7916-2877v5/024217-0008
2027
2028
2029
2030
2031 (maturity)
(c) [Reserved].
(d) Notice of Redemption. The Paying Agent shall provide written notice to the
Owner of the Bond pursuant to this section by first class mail within sixty (60) days, but in no event
later than thirty (30) days prior to the date of such redemption. The date on which the Bond is to be
presented for redemption is herein sometimes called the "redemption date." The notice of
redemption shall (a) state the redemption date; (b) state the redemption price; (c) subject to
subsection(e) of this section, give notice that further interest on such Bonds will not accrue after the
designated redemption date; and (d) any other descriptive information needed to identify accurately
the Bond. The actual receipt by the Owner of notice of such redemption shall not be a condition
precedent to redemption, and failure to receive such notice shall not affect the validity of the
proceedings for the redemption of the Bonds or the cessation of interest on the date fixed for
redemption.
(e) Conditional Notice of Optional Redemption of Bonds. With respect to the
optional redemption of Bonds pursuant to the foregoing subsection (a), at the direction of the City
filed with the Paying Agent, the notice of such redemption shall state that such redemption is
conditioned upon the receipt by the Paying Agent on or before the date fixed for such redemption of
sufficient funds for such purpose from any issue of refunding bonds. In the event that sufficient
funds shall not have been deposited with the Paying Agent on or before the date fixed for
redemption, the Paying Agent shall promptly notify the Owners of the Bonds by telephone, facsimile
transmission or other form of telecommunication,promptly confirmed in writing; and thereupon such
redemption and the notice thereof shall be deemed to be canceled and rescinded.
13
4840-7916-2877v5/024217-0008
(f) Effect of Redemption. When notice of redemption has been given,
substantially as provided for herein, and when the amount necessary for the redemption of the Bonds
(principal and premium, if any)is set aside for that purpose in the Debt Service Fund, as provided for
herein, the Bonds shall become due and payable on the date fixed for redemption thereof, and upon
presentation and surrender thereof at the place specified in the notice of redemption, the Bonds shall
be redeemed and paid at said redemption price out of said Debt Service Fund, and no interest will
accrue thereon after the redemption date specified in such notice and the Owner of the Bonds after
such redemption date shall look only to the funds held for such purpose in the Debt Service Fund(or
held for such specific purpose in the Bond Fund held by the Paying Agent). All Bonds redeemed
shall be cancelled forthwith by the Paying Agent and shall not be reissued. The City shall establish a
separate account in the Debt Service Fund to hold funds available for payment of called bonds after
the redemption date.
SECTION 12.Costs of Issuance Fund. The proceeds of the sale of the Bonds identified in
Section 2 for deposit into the Costs of Issuance Fund shall be deposited with the Paying Agent to the
credit of; and the Paying Agent shall establish a fund designated the "City of Arcadia Series 2021
General Obligation Refunding Bonds (Measure A Project) Costs of Issuance Fund," (the "Costs of
Issuance Fund"), and the moneys in said fund shall be applied exclusively to pay Costs of Issuance in
accordance with the Bond Law, except as otherwise provided in the provisions of the Bond Law. If,
upon completion of the payment of all Costs of Issuance from the Costs of Issuance Fund as
designated in a written certificate signed by an Authorized Representative from the City, amounts
remain therein, the Paying Agent shall transfer such amounts to the Debt Service Fund. At such time
that no amounts remain on deposit in the Costs of Issuance Fund, the Paying Agent shall close the
Costs of Issuance Fund.
SECTION 13. Rebate Fund. The City shall establish the Series 2021 General Obligation
Refunding Bonds (Measure A Project) Rebate Fund (the "Rebate Fund"). All money at any time
14
4840-7916-2877v5/024217-0008
deposited in the Rebate Fund shall be held by the City in trust for payment to the United States
Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and the Tax
Certificate, unless the City obtains an opinion of Bond Counsel that the exclusion from gross income
of interest on the Bonds shall not be adversely affected for federal income tax purposes if such
requirements are not satisfied.
(a) Annual Computation. Within 55 days of the end of each Computation Year
with respect to the Bonds, the City shall calculate or cause to be calculated the amount of rebatable
arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate
Regulations (taking into account any applicable exceptions with respect to the computation of the
rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments
exceptions of Section 148(f)(4)(B) and(C) of the Code), and taking into account whether the 1-1/2%
Penalty has been elected), for this purpose treating the last day of the applicable Computation Year as
a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the
"Rebatable Arbitrage"). The City shall obtain expert advice as to the amount of the Rebatable
Arbitrage to comply with this Section.
(b) Annual Transfer. Within 55 days of the end of each applicable Computation
Year with respect to the Bonds, an amount shall be transferred by the City to be deposited to the
Rebate Fund from any legally available funds, including the other funds and accounts established
herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so
calculated in accordance with clause(i) of this Subsection(a). In the event that immediately
following the transfer required by the previous sentence, the amount then on deposit to the credit of
the Rebate Fund exceeds the amount required to be on deposit therein, the Administrative Services
Director shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt
Service Fund.
15
4840-7916-2877v5/024217-0008
(c) Payment to the Treasury. The City shall pay to the United States Treasury,
out of amounts in the Rebate Fund:
(1) Not later than 60 days after the end of(A) the fifth Computation Year
with respect to the Bonds, and (B) each applicable fifth Computation Year thereafter, an amount
equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Computation Year;
and
(2) Not later than 60 days after the payment of all the Bonds, an amount
equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Computation
Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with
Section 148(f)of the Code.
In the event that,prior to the time of any payment required to be made from the Rebate Fund,
the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the
City shall calculate or cause to be calculated the amount of such deficiency and deposit an amount
received from any legally available source, including the other funds and accounts established herein,
equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment
required to be made pursuant to this Subsection(1) shall be made to the Internal Revenue Service
Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be
accompanied by Internal Revenue Service Form 8038-T prepared by the City, or shall be made in
such other manner as provided under the Code.
(d) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund
after redemption and payment of the Bonds and the payments described in Subsection(1), may be
utilized in any lawful manner by the City.
(e) Survival of Defeasance. Notwithstanding anything in this Section or the
Resolution to the contrary, the obligation to comply with the requirements of this Section shall
survive the defeasance of the Bonds.
16
4840-7916-2877v5/024217-0008
SECTION 14. Security/Debt Service Fund. The City Council, so far as is necessary, shall
fix such rate or rates for a tax to be levied in the City as will result in revenues which will pay the
interest on the Bonds, and provide a sinking or other fund for the payment of the principal of the
Bonds as such principal may become due. For each fiscal year the City Council shall determine the
amounts above set forth and shall fix the rate or rate of tax to be levied which will raise the amounts
of money required by the City for such purposes, and as required by the provisions of the Law. The
City Council shall certify to the County Auditor-Controller of the County of Los Angeles (the
"Auditor")the rate or rates so fixed and shall furnish to the Auditor a statement in writing containing
the following: (a)an estimate of the minimum amount of money required to be raised by taxation
during the fiscal year for the payment of the principal of and interest on the Bonds, as will become
due before the proceeds of a tax levied at the next general tax levy will be available; (b) an estimate
of the minimum amount of money required to be raised by taxation during the fiscal year for all other
purposes of the City; and (c) any other items required by the provisions of the Law. The Auditor
shall compute and enter in the county assessment roll the respective sums to be paid as a City tax on
the property within the City using the rate or rates of levy as fixed by the City Council and the
assessed value as found on the assessment roll for the property subject to the tax.
It shall be the duty of all county officers charged with the duty of collecting taxes to collect
such tax in time, form and manner as county taxes are collected and when collected to pay the same
to the City.
All such taxes for the payment of principal and interest on the Bonds shall be established,
levied and collected as provided in the provisions of the Law.
All moneys derived from such taxes and all other moneys allocated and designated for
payment of said Bonds and the interest thereon (including amounts levied in fiscal year 2021-22 for
the Prior Bonds) shall be placed in a fund of the City and designated "City of Arcadia Series 2021
General Obligation Refunding Bonds (Measure A Project) Debt Service Fund" (the "Debt Service
17
4840-7916-2877v5/024217-0008
Fund"), (and accounts therein to the extent created pursuant to Section 11 or 17 hereof) shall be kept
separate and apart from all other funds of the City (and are hereby irrevocably pledged for the
payment of the Bonds in accordance with the purpose and intent of this Resolution), and until all of
said Bonds and all interest thereon have been fully paid (or defeased) the moneys in said fund shall
be used for no other purpose than the payment of said Bonds and the interest thereon; provided,
however, that when all of the principal and interest on all of the Bonds have been paid, any balance
of money then remaining in said funds shall be transferred to the general fund of the City. Interest
earned on the investment of monies in the Debt Service Fund shall be retained in the Debt Service
Fund and used by the City to pay principal and interest on the Bonds when due.
The Administrative Services Director shall transfer available monies from the Debt Service
Fund to the Paying Agent in amounts sufficient and at such time as are necessary to promptly pay
principal (including mandatory sinking fund payments, if any), interest and redemption premium, if
any, on the Bonds as such shall become due; and the Paying Agent shall establish a fund designated
the "City of Arcadia Series 2021 General Obligation Refunding Bonds (Measure A Project) Bond
Fund"(the"Bond Fund") for such purpose and shall make payments to the Bond Owners of principal
(including mandatory sinking fund payments, if any), interest and redemption premium, if any, on
the Bonds as such shall become due; provided that, in the event of any deficiencies, moneys on
deposit in the Bond Fund shall be applied first to the payment of interest and then to the payment of
principal.
SECTION 15. Investments.
(a) Moneys in the Costs of Issuance Fund shall be invested in Authorized
Investments which will by their terms mature, or in the case of an investment agreement are available
without penalty, as close as practicable to the date the City estimates the moneys represented by the
particular investment will be needed for withdrawal from the Costs of Issuance Fund. Earnings on
18
4840-7916-2877v5/024217-0008
investments of monies in the Costs of Issuance Fund shall be retained therein and applied in
accordance with authorized uses thereof and applicable law.
(b) Moneys in the Debt Service Fund and the Bond Fund shall be invested only
in Authorized Investments which will by their terms mature, or in the case of an investment
agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of
principal of, premium, if any, and interest on the Bonds as the same become due. The Paying Agent
shall be under no obligation to invest moneys in the Bond Fund except on the written instruction of
the Administrative Services Director. Investment earnings, if any, in the Bond Fund in excess of
amounts held for the benefit of the Owner shall be returned to the City for deposit in the Debt Service
Fund.
In the event that an Authorized Representative of the City does not so direct the Paying
Agent, the Paying Agent shall invest moneys in the Bond Fund in the Authorized Investments
described in paragraph 2(f) of the definition contained herein and as set forth in the letter of
authorization and directions executed by the City and delivered to the Paying Agent. If no
investment directions are provided, such amount shall be held in cash,uninvested.
The City and the Paying Agent, at the direction of the City, shall sell at the best price
obtainable, or present for redemption, any obligations so purchased whenever it may be necessary to
do so in order to provide moneys to meet any payment or transfer to such funds and accounts or from
such funds and accounts. For the purpose of determining at any given time the balance in any such
funds, any such investments constituting a part of such funds and accounts shall be valued at their
market value. Notwithstanding anything herein to the contrary, the Paying Agent shall not be
responsible for any loss from investments, sales or transfers undertaken in accordance with the
provisions of this Resolution.
SECTION 16. Tax Covenants. The City hereby covenants and agrees with the Owner of
the Bonds to take no action or refrain from taking any action which, in the opinion of Bond Counsel,
19
4840-7916-2877v5/024217-0008
would result in the interest received by the Owner being includable in gross income for federal
income tax purposes. In order to preserve the exclusion from gross income of interest on the Bonds
for federal income tax purpose, the City covenants to comply with all applicable requirements of the
Code, and any Regulations which are necessary to preserve such exclusion from gross income and
specifically covenants,without limiting the generality of the foregoing,that:
(a) Private Activity. The City will take no action or refrain from taking any
action or make any use of the proceeds of the Bonds issued on a tax-exempt basis or of any other
monies or property which would cause the Bonds issued on a tax-exempt basis to be"private activity
bonds"within the meaning of Section 141 of the Code;
(b) Arbitrage. The City will make no use of the proceeds of the Bonds issued on
a tax-exempt basis or of any other amounts or property,regardless of the source,or take any action or
refrain from taking any action which will cause the Bonds issued on a tax-exempt basis to be
"arbitrage bonds"within the meaning of Section 148 of the Code;
(c) Federal Guaranty. The City will make no use of the proceeds of the Bonds
issued on a tax-exempt basis or take or omit to take any action that would cause the Bonds issued on
a tax-exempt basis to be"federally guaranteed"within the meaning of Section 149(b)of the Code;
(d) Information Reporting. The City will take or cause to be taken all necessary
action to comply with the informational reporting requirement of Section 149(e)of the Code;
(e) Hedge Bonds. The City will make no use of the proceeds of the Bonds issued
on a tax-exempt basis or any other amounts or property, regardless of the source, or take any action
or refrain from taking any action that would cause the Bonds issued on a tax-exempt basis to be
considered"hedge bonds"within the meaning of Section 149(g) of the Code unless the City takes all
necessary action to assure compliance with the requirements of Section 149(g) of the Code to
maintain the exclusion from gross income of interest on the Bonds issued on a tax-exempt basis for
federal income tax purposes;
20
4840-7916-2877v5/024217-0008
(f) Miscellaneous. The City will take no action or refrain from taking any action
inconsistent with its expectations stated in that certain Tax Certificate executed by the City in
connection with each issuance of Bonds issued on a tax-exempt basis and will comply with the
covenants and requirements stated therein and incorporated by reference herein;
(g) Subsequent Opinions. If the City obtains a subsequent opinion of Bond
Counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation ("SYCR"), where
such opinion is required in connection with a change or amendment to this Resolution or the
procedures set forth in the Tax Certificate, it will obtain an opinion substantially to the effect
originally delivered by SYCR that interest on the Bonds is excluded from gross income for federal
income tax purposes.
SECTION 17.Defeasance. The Bond may be defeased in whole or in part prior to maturity
by irrevocably depositing with the City in a separate account of the Debt Service Fund to be held
separate and apart from all other funds of the City, and which is irrevocably pledged to the Bond, or
portion thereof so defeased (or an entity designated by the Administrative Services Director to act as
escrow agent with respect thereto):
(a) An amount of cash which together with amounts then on deposit in the Debt
Service Fund, is sufficient, without reinvestment, to pay and discharge all or part of the Bond
outstanding(including all principal,interest and premium, if any)at or before its stated maturity date;
or
(b) Federal Securities not subject to call, together with cash, if required, in such
amount as will, without reinvestment, in the opinion of an independent certified public accountant,
together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund
together with the interest to accrue thereon, be fully sufficient to pay and discharge the Bond, or
portion thereof(including all principal and interest and premium, if any) to be defeased at or before
its stated maturity date.
21
4840-7916-2877v5/024217-0008
In such event, notwithstanding that the Bond shall not have been surrendered for payment, all
obligations of the City with respect to the Bond, or portion thereof so defeased, shall cease and
terminate, except only the obligation of the City to pay or cause to be paid from funds deposited
pursuant to paragraphs(a) or (b) of this Section, to the Owners of the Bond not so surrendered and
paid all sums due with respect thereto; provided that the City shall have received an opinion of bond
counsel that the Bond, or the applicable portion thereof,has been defeased.
SECTION 18. Supplemental Resolutions.
(a) This Resolution, and the rights and obligations of the City and of the Owner
of the Bonds issued hereunder, may be modified or amended at any time by a supplemental
resolution adopted by the City with the written consent of the Owner. No such supplemental
resolution shall change or modify any of the rights or obligations of any Paying Agent without its
written assent thereto. Notwithstanding anything herein to the contrary, no such consent shall be
required if the Owners are not directly and adversely affected by such amendment or modification.
(b) This Resolution, and the rights and obligations of the City and of the Owners
of the Bonds issued hereunder, may be modified or amended at any time by a supplemental
resolution adopted by the City without the written consent of the Owners;
(i) To add to the covenants and agreements of the City in this Resolution,
other covenants and agreements to be observed by the City which are not contrary to or inconsistent
with this Resolution as theretofore in effect;
(ii) To add to the limitations and restrictions in this Resolution, other
limitations and restrictions to be observed by the City which are not contrary to or inconsistent with
this Resolution as theretofore in effect;
(iii) To confirm as further assurance any pledge under, and the subjection
to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds,
or to establish any additional funds or accounts to be held under this Resolution;
22
4840-7916-2877v5/024217-0008
(iv) To cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision in this Resolution; or
(v) To amend or supplement this Resolution in any other respect,
provided such supplemental resolution does not adversely affect the interests of the Owners.
(c) Any act done pursuant to a modification or amendment so consented to shall
be binding upon the Owners of all the Bonds and shall not be deemed an infringement of any of the
provisions of this Resolution, whatever the character of such act may be, and may be done and
performed as fully and freely as if expressly permitted by the terms of this Resolution, and after
consent relating to such specified matters has been given,no Owner shall have any right or interest to
object to such action or in any manner to question the propriety thereof or to enjoin or restrain the
City or any officer or agent of the City from taking any action pursuant thereto.
SECTION 19. Resolution to Constitute Contract. In consideration of the purchase and
acceptance of the Bond authorized to be issued hereunder by those who shall own the same from
time to time, this Resolution shall be deemed to be and shall constitute a contract by and between the
City and the Owner from time to time of the Bond; and the pledge made in this Resolution shall be
for the benefit,protection and security of the Owner of the Bond.
SECTION 20. Financial Statements. The City agrees that it will furnish to the Owner of
the Bonds(a)current audited financial statements in reasonable detail,with supporting schedules(the
"Audit") as soon as practicable after the City's acceptance thereof and in any case within 360 days
after the end of each fiscal year,which may be in electronic .PDF format, and(b)at the request of the
Owner of the Bonds, the City's annual budget as submitted or approved; provided, however, that
posting such audited financial statements within the time provided above and/or annual budget as
submitted or approved on the City's website or to the Municipal Securities Rulemaking Board's
Electronic Municipal Market Access system shall satisfy this requirement; provided further, and
notwithstanding anything herein to the contrary, so long as the Original Purchaser is the Owner of the
23
4840-7916-2877v5/024217-0008
Bonds, the City shall provide to the Original Purchaser such audited fmancial statements within the
time provided above and/or annual budget as submitted or approved or links thereto to the Original
Purchaser at the following email address(or such other address as the Original Purchaser supplies to
the City in writing): Public_Finance_Servicing@snbcloud.onmicrosoft.com. The City further agrees
that it will permit the Owner or its agents and representatives to inspect the City's books and records
and make extracts therefrom at its own expense during regular business hours and in a manner which
will not disrupt the normal business routine of the City. The City shall furnish to the Owner such
other fmancial information as it may reasonably request. In the event that the Audit is not available
within 360 days of fiscal year end, the City will furnish unaudited financial statements to the Owner
in the manner described in this paragraph within such period, and will then supply the Audit
immediately upon the availability thereof.
24
4840-7916-2877v5/024217-0008
SIGNED AND APPROVED as of November 1, 2021.
CITY OF ARCADIA
[SEAL] By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
S-1
4840-7916-2877v5/024217-0008
EXHIBIT A
THE REGISTERED OWNER OF THIS BOND ACKNOWLEDGES AND AGREES THAT
THIS BOND MAY ONLY BE TRANSFERRED IN WHOLE TO A NEW OWNER WHO
DELIVERS TO THE CITY AND THE PAYING AGENT A PURCHASER'S CERTIFICATE
IN THE FORM REQUIRED BY THE RESOLUTION WHO IS(1)AN AFFILIATE OF THE
ORIGINAL PURCHASER OF THIS BOND, OR (II) A "QUALIFIED INSTITUTIONAL
BUYER"AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT.
R- $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF ARCADIA
GENERAL OBLIGATION REFUNDING BONDS
ELECTION OF 2006(BOND MEASURE A)
SERIES 2021
INTEREST RATE MATURITY DATE DATED DATE
August 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: AND NO/100 DOLLARS
THE CITY OF ARCADIA, a charter city situated in the County of Los Angeles, State of
California(the"City"), duly organized and existing under and by virtue of the Constitution and laws
of the State of California,hereby acknowledges its indebtedness and promises to pay to the registered
owner named above or registered assigns (the "Registered Owner"), the Principal Amount stated
above on the Maturity Date stated above, and to pay such Registered Owner as its name and address
appears on the register kept by the Paying Agent at the close of business on the fifteenth day of the
month preceding the Interest Payment Date (as hereinafter defined) (the "Record Date") by wire
transfer, interest on such Principal Amount on each February 1 and August 1, commencing
February 1, 2022 (each, an "Interest Payment Date") next preceding the date of authentication
(unless (i)the date of authentication is prior to the first Record Date in which event from the Dated
Date shown above, (ii)the date of authentication is after a Record Date and before the following
Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or(iii)it
is authenticated as of an Interest Payment Date, in which event it shall bear interest from such date
until the Principal Amount hereof shall have been paid or provided for in accordance with Resolution
No. adopted by the City Council of the City on October 19, 2021, as supplemented by
Supplement to Resolution No. ,dated as of November 1, 2021, executed in connection therewith
(as supplemented, the "Resolution"), at the interest rate stated above, payable on each Interest
Payment Date. Principal and any premium upon the redemption prior to the maturity hereof(except
for mandatory sinking fund redemptions) are payable at the designated corporate trust office of The
Bank of New York Mellon Trust Company,N.A., Paying Agent for this Bond(the "Paying Agent").
A-1
4840-7916-2877v5/024217-0008
All such amounts are payable in lawful money of the United States of America. The Paying Agent
shall pay principal of and interest and redemption premium (if any) on this Bond when due by wire
transfer in immediately available funds to the Registered Owner in accordance with such wire
transfer instructions as shall be filed by the Registered Owner with the Paying Agent from time to
time, and (ii)payments of principal due to mandatory sinking fund redemption of this Bond shall be
made without the requirement for presentation and surrender hereof by the Registered Owner.
Capitalized terms used herein and not defined shall have the meanings given such terms in
the Resolution.
The principal of and interest hereon shall be paid from taxes levied for the payment thereof as
set forth in the Resolution, which taxes shall be levied exclusively upon the taxable property in the
City.
This Bond is issued as a single fully registered bond. It may be exchanged for a like
principal amount of Bond of the same series and maturity, all as more fully set forth in the
Resolution. This Bond is transferable by the Registered Owner hereof, in person or by its attorney
duly authorized in writing, at the designated corporate trust office of the Paying Agent, but only in
the manner, subject to the limitations and upon payment of the charges provided in the Resolution,
upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond for the
same principal amount of the same series and maturity will be issued to the transferee in exchange
therefor.
This Bond is subject, at the option of the City, to redemption prior to its stated maturity in
whole, but not in part, on any Interest Payment Date commencing February 1, 2022, at a redemption
price equal to the principal amount thereof, together with accrued interest to the date fixed for
redemption:
Redemption Dates Redemption Prices
February 1, 2022 through and including August 1,2024 102%
February 1, 2025 through and including August 1, 2026 101
February 1, 2027 and any Interest Payment Date thereafter 100
This Bond shall be subject to mandatory sinking fund redemption, in part, on
August 1 in each year, commencing August 1, 2022, at a redemption price equal to the principal
amounts in the respective years as follows:
A-2
4840-7916-2877v5/024217-0008
Redemption Dates
(August 1) Principal Amount
2022 $
2023
2024
2025
2026
2027
2028
2029
2030
2031 (maturity)
Notice of redemption with respect to this Bond shall be mailed to the Registered Owner
hereof not less than 30 nor more than 60 days prior to the redemption date by first class mail,postage
prepaid, to the address set forth in the registration books. Any immaterial defect in such notice will
not affect the validity of the proceedings for redemption. This Bonds will cease to accrue interest on
the specified redemption date; provided that funds for the redemption are on deposit with the Paying
Agent on the redemption date. Thereafter, the Registered Owner of this Bond shall have no rights
except to receive payment of the redemption price upon the surrender hereof.
The City and the Paying Agent may treat the Registered Owner hereof as the absolute Owner
hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to the
contrary.
This Bond shall not be entitled to any benefit under the Resolution, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
signed by the Paying Agent.
The rights and obligations of the City and of the Registered Owner of this Bond may be
amended at any time, and in certain cases without notice to or consent of the Registered Owner, to
the extent and upon the terms provided in the Resolution.
It is hereby recited, certified and declared that the total amount of indebtedness of the City,
including the amount of this Bond, is within the limit provided by law and that any and all acts,
conditions and things required to exist, to happen and to be performed precedent to and in the
issuance of this Bond exist, have happened and have been performed in due time, form and manner
as required by the Constitution and laws of the State of California.
IN WITNESS WHEREOF, THE CITY OF ARCADIA has caused this Bond to be signed by
the Mayor and the City Treasurer of said City, and countersigned by the City Clerk of said City, by
their facsimile signatures.
A-3
4840-7916-2877v5/024217-0008
CITY OF ARCADIA
By:
Its: Mayor
By:
Its: City Treasurer
COUNTERSIGNED:
City Clerk of the City of Arcadia
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is the fully registered Bond described in the within-mentioned Resolution.
Date of Authentication: THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A., as Paying Agent
By:
Its: Authorized Signatory
A-4
4840-7916-2877v5/024217-0008
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation, in connection with the issuance of, and dated as of the date of the original
delivery of,the Bonds. A signed copy is on file in my office.
City Clerk of the City of Arcadia
[FORM OF ASSIGNMENT]
For value received, the undersigned do(es)hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es)hereby irrevocably constitute(s)and appoint(s)
attorney,to transfer the same on the registration books of the Paying Agent with full power of
substitution in the premises.
Dated:
Signature Guarantee:
Notice: Signature(s)must be guaranteed by a Notice: The signature on this assignment must
qualified guarantor. correspond with the name(s)as written on the
face of the within Bond in every particular
without alteration or enlargement or any change
whatsoever.
A-5
4840-7916-2877v5/024217-0008
EXHIBIT B
FORM OF PURCHASER'S CERTIFICATE
,20
City of Arcadia
Arcadia,California
The Bank of New York Mellon Trust Company,N.A.
Los Angeles, California
Re: City of Arcadia General Obligation Refunding Bonds, Election of 2006(Bond
Measure A), Series 2021
Ladies and Gentlemen:
The undersigned (the "Purchaser") hereby acknowledges that it is extending credit by
purchasing $ aggregate principal amount of the above-referenced bonds (the "Bonds")
issued pursuant to Chapter 4 (commencing with Section 43600) of Division 4 of Title 4 and Articles
9 and 11, Chapter 3, Part 1 of Division 2 of the Government Code of the State of California (the
"Law"and the"Bond Law,"respectively)and Resolution No. of the City Council of the City of
Arcadia (the "City") adopted on October 19, 2021, together with that certain Supplement to
Resolution No. dated as of November 1, 2021 executed in connection therewith (collectively,
the "Resolution"). Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Resolution.
This letter is being provided pursuant to the Resolution.
The Purchaser acknowledges that the proceeds of the Bond will be used to refund the City's
General Obligation Bonds, Election of 2006 (Bond Measure A), Series 2011 (Bank Qualified), the
proceeds of which were used to finance the acquisition and construction of a grade separation at the
intersection of Santa Anita Avenue and the Metropolitan Transportation Authority Gold Line
Foothill Extension(the"Project")and pay costs of issuing the Bonds.
In connection with its purchase of the Bonds, the Purchaser hereby makes the following
representations upon which you may rely:
1. The Purchaser has the authority and is duly authorized to extend credit through its
purchase of the Bond and to execute this letter and any other instruments and documents required to
be executed by the Purchaser in connection therewith.
2. The Purchaser is (a) and affiliate of Sterling National Bank, or (a) a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as
amended(the"Securities Act").
D-1
4840-7916-2877v5/024217-0008
3. The Purchaser(a) is a bank, any entity directly or indirectly controlled by the bank or
under common control with the bank, other than a broker, dealer or municipal securities dealer
registered under the Securities Exchange Act of 1934, or a consortium of such entities; and (b) has
the present intent to hold the Bond to maturity or earlier redemption.
4. The Purchaser is not extending credit by purchasing the Bond for more than one
account or with a view to distributing the Bond. The Purchaser is extending credit by purchasing the
Bond solely as a loan made in the usual course of its lending business and not with a view to, or for
resale in connection with, any distribution of the Bond, and the Purchaser presently intends to hold
the Bond solely for its own loan account for an indefinite period of time. However, the Purchaser
may assign the Bond at any time the Purchaser deems appropriate, subject to the transfer restrictions
set forth in the Bond. The Purchaser understands that it may need to bear the risks of this extension
of credit for an indefinite period of time, since an assignment of the Bond prior to maturity may not
be possible.
5. The Purchaser understands that the Bond is not, and is not intended to be, registered
under the Securities Act and that such registration is not legally required as of the date hereof, and
further understands that the Bond (a) is not being registered or otherwise qualified for sale under the
"Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities
exchange, (c) will not carry a rating from any rating agency, and (d) will be delivered in a form that
may not be readily marketable.
6. The Purchaser acknowledges that it has either been supplied with or been given
access to information, including the City's audited fmancial statements for the past five fiscal years,
prior approved budgets and the proposed budget for fiscal year 2021-22 and related materials
presented to the City Council, and a description of the Project, which it has requested from the City
and to which a reasonable lender would attach significance in making lending decisions, and the
Purchaser has had the opportunity to ask questions and receive answers from knowledgeable
individuals,including its own counsel,concerning the City, and the Bond and the security therefor so
that, as a reasonable lender, the Purchaser has been able to make a decision to extend credit through
purchase of the Bond. The Purchaser has such knowledge and experience in fmancial and business
matters that it is capable of evaluating the merits and risks of its purchase of the Bond.
8. The Purchaser has made its own inquiry and analysis with respect to the Bond and the
security therefor, and other material factors affecting the security and payment of the Bond. The
Purchaser is aware that there are certain economic and regulatory variables and risks that could
adversely affect the security for the Bond. The Purchaser has reviewed the documents executed in
conjunction with the issuance of the Bond, including, without limitation,the Resolution.
9. The Purchaser acknowledges and agrees that the City takes no responsibility for, and
makes no representation to the Purchaser,or any subsequent purchaser, with regard to, a sale,transfer
or other disposition of the Bond in violation of the provisions of the Resolution, or any securities law
or income tax law consequences thereof. The Purchaser also acknowledges that, with respect to the
City's obligations and liabilities, the Purchaser is solely responsible for compliance with any
assignment restrictions on the Bond in connection with any subsequent transfer of the Bond made by
the Purchaser.
D-2
4840-7916-2877v5/024217-0008
10. The Purchaser agrees that it is bound by and will abide by the provisions of the
Resolution relating to transfer, the restrictions noted on the face of the Bond, in the Resolution, and
in this Purchaser's Certificate, specifically that the Registered Owner of the Bond may only transfer
the Bond in whole to a new Registered Owner who has delivered a Purchaser's Certificate to the City
and the Paying Agent in the form of this letter. The Purchaser also covenants to comply with all
applicable federal and state securities laws, rules and regulations in connection with any transfer of
the Bond by the Purchaser.
11. The Purchaser acknowledges that its purchase of the Bond is made in reliance upon
the certifications,representations, and warranties herein made to the addressees hereto.
12. The interpretation of the provisions hereof shall be governed and construed in
accordance with California law without regard to principles of conflicts of laws.
13. All representations of the Purchaser contained in this letter shall survive the execution
and delivery of the Bond to the Purchaser as representations of fact existing as of the date of
execution and delivery of this Purchaser's Certificate.
[PURCHASER/TRANSFEREE]]
By:
Its:
D-3
4840-7916-2877v5/024217-0008
EXHIBIT "B"
FORM OF POLICE STATION SUPPLEMENT TO RESOLUTION
B-1
Stradling Yocca Carlson &Rauth
Draft dated October 12, 2021
SUPPLEMENT TO RESOLUTION NO.
GOVERNING TERMS OF THE $3,867,000 CITY OF
ARCADIA GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2021 (POLICE STATION PROJECT)
DATED AS OF NOVEMBER 1, 2021
4827-8421-7340v5/024217-0008
SUPPLEMENT TO RESOLUTION NO.
THIS SUPPLEMENT TO RESOLUTION NO. executed as of this 1' day of
November, 2021 governs the terms of the City of Arcadia General Obligation Refunding Bonds,
Series 2021 (Police Station Project).
RECITALS:
WHEREAS, pursuant to the provisions of the City Charter of the City and Chapter 4 of
Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.), as amended (the
"Law"), and pursuant to Ordinance No. 2111 adopted by the City Council of the City of Arcadia on
August 3, 1999 (the "Ordinance") and Resolution No. 6131 adopted by the City Council of the City
on August 3, 1999, a special election was duly and regularly held on the 2nd day of November 1999,
in that territory included within the boundaries of the City (the "Election") at which Election there
was submitted to the qualified voters of said city the following:
PROPOSITION: Shall the City of Arcadia incur a bonded
indebtedness in the principal amount of $8,000,000 for the
construction and completion of the following municipal improvement,
to wit: police station in the Arcadia Civic Center, including facilities
for emergency operations, police dispatch and 911 emergency
communications, detective bureau, records, police laboratory, jail
facility, evidence storage and other works, property or structures for
efficient, effective law enforcement necessary for said City Police
Station?
; and
WHEREAS, two-thirds or more of the votes cast at the Election were in favor of and
assented to the incurring of such indebtedness for the stated purpose (the "Project"), and all the
requirements of the Constitution and laws of the State of California have been complied with in the
holding of the Election; and
WHEREAS, the City previously issued pursuant to the authorization of the Election and the
Law $8,000,000 original principal and denominational amount of City of Arcadia Series A of 2001
1
4827-8421-7340v5/024217-0008
General Obligation Bonds (Police Station Project) (the "2001 Police Station Bonds") and the
$6,315,000 City of Arcadia General Obligation Refunding Bonds Series 2012 (Police Station
Project) (Bank Qualified) (the"Prior Bonds")payable from the levy of an ad valorem tax against the
taxable property in the City to refinance the 2001 Police Station Bonds; and
WHEREAS, pursuant to Section 53550 of the Government Code of the State of California,
the City is authorized to issue refunding bonds to refund all or a portion of the Prior Bonds (the
"Refunded Bonds"); and
WHEREAS, in accordance with the Election, the Ordinance, the Law and Articles 9 and 11,
Chapter 3, Part 1 of Division 2 of the California Government Code (commencing with
Sections 53550 and 53580, respectively) (the"Bond Law"),the City now desires to issue $3,867,000
in refunding bonds to refinance the Refunded Bonds; and
WHEREAS, it is found and determined by this City Council that the best interests of the City
would be served by proceeding according to the provisions of the Law and the Bond Law to issue the
General Obligation Refunding Bonds, Series 2021 (Police Station Project) (the "Bonds") to refund
the Refunded Bonds; and
WHEREAS, the City Council has determined that The Bank of New York Mellon Trust
Company, N.A. (the "Paying Agent") shall act as the initial paying agent and registrar for the Bonds
subsequent to the adoption of this Resolution; and
WHEREAS, it is found and determined by this City Council that the best interests of the City
would be served by proceeding with the authorization of the issuance of General Obligation
Refunding Bonds of the City according to the provisions of the Bond Law for the purpose of
refinancing the construction and acquisition of the Project approved by the voters;
NOW, THEREFORE, in order to establish the terms and conditions upon and subject to
which the General Obligation Refunding Bonds, Series 2021 (Police Station Project) (the "Bonds")
2
4827-8421-7340v5/024217-0008
are to be issued, the City Council does hereby covenant and agree, for the benefit of the Owner of the
Bonds, as follows:
SECTION 1. Definitions. Unless the context clearly otherwise requires the following
terms or as defined in the recitals hereof shall have the respective meanings ascribed to them in this
Section 1:
Administrative Services Director. The term "Administrative Services Director"
means the person responsible for the financial affairs of the City, appointed by the City Manager
from time to time; as of the date of this Resolution, such person is the Director of Administrative
Services of the City.
Auditor. The term"Auditor" means the County Auditor-Controller of the County of
Los Angeles,California,being the Auditor-Controller of such County.
Authorized Investments. The term "Authorized Investments" means any investment
permitted by law to be made with any moneys belonging to or in the custody of the City and by any
policy guidelines promulgated by the City; including:
1. Generally approved qualifying investment instruments:
a. Obligations of the U.S. Government, its agencies, and
instrumentalities.
b. Certificates of deposit with banks and savings and loans doing
business in the State of California.
c. Prime Banker's Acceptances.
d. Prime Commercial Paper.
e. Repurchase Agreements and Money Market Funds whose underlying
collateral consists of the foregoing.
f. Los Angeles County's Investment Pool for local agencies, which
includes the purchase of Reverse Repurchase Agreements.
3
4827-8421-7340v5/024217-0008
g. Pools and other investment structures incorporating investments listed
in a through e.
2. Generally approved qualifying investment instruments for City funds, as
further limited by the investment policy:
a. United States Treasury Bills, Bonds, and Notes,or those for which the
full faith and credit of the United States are pledged for payment of
principal and interest.
b. Obligations issued by the United States Government Agencies such as
the Government National Mortgage Association (GNMA), Federal
Farm Credit Bank System (FFCB), the Federal Home Loan Bank
Board (FHLB), the Federal Home Loan Mortgage Corporation
(FHLMC), the Federal National Mortgage Association (FNMA), and
the Student Loan Marketing Association(SLMA).
c. Bills of exchange or time drafts drawn on and accepted by a
commercial bank otherwise known as banker's acceptances.
Purchases of banker's acceptances may not exceed 180 days to
maturity.
d. Commercial paper ranked P1 by Moody's Investor Services and Al
by S&P, and issued by a domestic corporation having assets in excess
of $500 million and having an A or better rating on its long-term
debentures as provided by Moody's or S&P.
e. Local Agency Investment Fund. The City may invest in the Local
Agency Investment Fund (LAIF) established by the State Treasurer
for the benefit of local agencies up to the maximum amount permitted
by State law.
4
4827-8421-7340v5/024217-0008
f. Money market funds rated in the highest category of Moody's or
S&P, or administered by a domestic bank with long-term debt rated in
one of the top two categories of Moody's or S&P.
Authorized Representative of the City. The term "Authorized Representative of the
City" means the Mayor, the City Manager, the Administrative Services Director or any other person
or persons designated by any of them in a written certificate or by the City Council of the City and
authorized to act on behalf of the City by a written certificate signed on behalf of the City by the
Mayor of the City and containing the specimen signature of each such person.
Bond Counsel. The term "Bond Counsel" means an attorney or firm of attorneys of
whose opinions are nationally accepted in matters pertaining to the tax-exempt status of interest on
bonds issued by states and their political subdivisions.
Bonds. The term "Bonds" or "Bond" means the City's $3,867,000 City of Arcadia
General Obligation Refunding Bonds, Series 2021 (Police Station Project), issued as a single, fully
registered bond hereunder.
Closing Date. The term "Closing Date" is the date the Bond is delivered to the
Original Purchaser thereof.
Code. The term "Code" means the Internal Revenue Code of 1986, as amended to
the Tax-Exempt Reissuance Date, and any regulations, rulings, judicial decisions, and notices,
announcements, and other releases of the United States Treasury Department or Internal Revenue
Service interpreting and construing it.
Computation Year. The term "Computation Year" mean, with respect to the Bonds
that bear interest at the Tax-Exempt Rate, the period beginning on the Tax-Exempt Reissuance Date
and ending on the first mandatory sinking fund redemption date thereafter and each 12-month period
ending on August 1 thereafter until there are no long any Bonds outstanding, or such other
computation year as may be established pursuant to the Tax Certificate.
5
4827-8421-7340v5/024217-0008
Costs of Issuance. The term"Costs of Issuance"means all of the costs authorized to
be paid from the proceeds of the Refunding Bonds set forth in Section 53550(e) and (f) and
Section 53587 of the Government Code, including, but not limited to, all printing and document
preparation expenses in connection with this Resolution and the Bonds and any and all other
agreements, instruments, certificates or other documents prepared in connection therewith; fmancial
advisory fees; bond counsel fees; auditor's fees; legal fees and expenses of counsel with respect to
the fmancing; the initial fees and expenses of the Paying Agent and the Escrow Agent; other fees for
professional consulting services, fees for credit enhancement relating to the Bonds, if any; and other
fees and expenses incurred in connection with the issuance of the Bonds, to the extent such fees and
expenses are approved by the City.
Costs of Issuance Fund. The term "Costs of Issuance Fund" means the fund of that
name established under the Bond Law and Section 13 hereof.
Debt Service Fund. The term "Debt Service Fund" means the fund of that name
established under the Law and Section 15 hereof
Escrow Agreement. The term "Escrow Agreement" means the Escrow Agreement
relating to the Refunded Bonds by and between the City and The Bank of New York Mellon Trust
Company,N.A., or any other successor thereto, as escrow agent(the"Escrow Agent").
Federal Securities. Means direct or indirect noncallable obligations of, or
noncallable, nonrepayable obligations unconditionally guaranteed as to full and timely payment of
principal and interest by, the United States of America, but excluding investments in mutual funds or
unit investment trusts.
Interest Payment Date. The term "Interest Payment Date" means each February 1
and August 1, commencing February 1,2022.
Original Purchaser. The term "Original Purchaser" means Sterling National Bank
and/or its successor by merger.
6
4827-8421-7340v5/024217-0008
Owner. The term "Owner" or "Bond Owner" or any similar term, when used with
respect to the Bonds, means any person in whose name a Bond is registered in the books of
registration maintained by the Paying Agent.
Paying Agent. The term "Paying Agent" means that entity so designated from time
to time by the City Council of the City to serve as, paying agent, transfer agent and registrar for the
Bonds. The initial Paying Agent shall be The Bank of New York Mellon Trust Company,N.A.
Rebate Regulations. The term "Rebate Regulations" means the Treasury
Regulations issued under Section 148(f)of the Code.
Record Date. The term "Record Date" shall mean the fifteenth day of the month
preceding an Interest Payment Date.
Resolution. The term "this Resolution" shall mean, collectively, Resolution
No. of the City Council,together with this Supplement to Resolution.
Tax Certificate. The term"Tax Certificate" shall mean that certain certificate of such
name executed by the City on the Tax-Exempt Reissuance Date, if any, to establish certain facts and
expectations and which contains certain covenants relevant to compliance with the Code.
Taxable Interest. The term"Taxable Interest"means the interest borne by the Bonds
prior to the Tax-Exempt Reissuance Date, which interest shall be included in gross income for
federal income tax purposes.
Taxable Rate. The term"Taxable Rate"means the rate of 1.71%per annum.
Tax Exempt Interest. The term "Tax-Exempt Interest" means the interest to be
borne by the Bonds on and after the Tax-Exempt Reissuance Date, which interest is excluded from
gross income for federal income tax purposes.
Tax Exempt Rate. The term "Tax-Exempt Rate" means the rate of 1.28% per
annum.
7
4827-8421-7340v5/024217-0008
Tax Exempt Reissuance Date. The term "Tax-Exempt Reissuance Date" means the
date on which the Bonds bearing Taxable Interest is reissued (for federal income tax purposes) for
Bonds bearing Tax-Exempt Interest pursuant to Section 12 hereof.
Treasurer. The term"Treasurer"means the City Treasurer of the City.
SECTION 2. Authorization to Issue. Bonds of the City in the sum of$3,867,000 shall be
issued for the purpose of refunding the Refunded Bonds, which were issued for the purpose stated in
the proposition set out in the recitals hereof. Said Bonds are further issued pursuant to the provisions
of the Law and the Bond Law. Said Bonds shall be designated the "City of Arcadia General
Obligation Refunding Bonds, Series 2021 (Police Station Project)." The Series 2021 Bonds shall be
issued in the form of a single, fully registered bond in a denomination equal to the original principal
amount of$3,867,000, as reduced by scheduled payments of principal as set forth in Section 11(b).
The Bonds shall mature on August 1, 2031. From the Closing Date of the Bonds until the Tax-
Exempt Reissuance Date, the Bonds shall bear interest at the Taxable Rate. On and after the Tax-
Exempt Reissuance Date, if any,the Bonds shall bear interest at the Tax-Exempt Rate.
The Bonds shall bear interest as described above, from the Closing Date, payable on
February 1, 2022 and thereafter semiannually on each August 1 and February 1. Each Bond shall
bear interest until its principal sum has been paid; provided, however, that if funds are available for
the payment thereof on such Bond's applicable maturity date in full accordance with the terms of this
Resolution, such Bond shall then cease to bear interest. Interest on the Bonds shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months.
The Paying Agent shall pay principal of and interest and redemption premium (if any)on the
Bonds when due by wire transfer in immediately available funds to the Owner in accordance with
such wire transfer instructions as shall be filed by the Owner with the Paying Agent from time to
time, and (ii) payments of principal due to mandatory sinking fund redemption of the Bonds shall be
made without the requirement for presentation and surrender of the Bonds by the Owner.
8
4827-8421-7340v5/024217-0008
The Bonds shall be numbered No. 1 and sequentially upwards and shall be dated the Closing
Date, except that Bonds issued upon exchanges and transfers of other Bonds shall be dated so that no
gain or loss of interest shall result from the exchange or transfer. Interest on the Bond shall be paid
by the Paying Agent on the Interest Payment Date to the Owner as its name and address appear on
the register kept by the Paying Agent at the close of business on the applicable Record Date,by wire
transfer in immediately available funds to the Owner in accordance with such wire transfer
instructions as shall be filed by the Owner with the Paying Agent from time to time. The Bond shall
bear interest from the Interest Payment Date next preceding the date of authentication with respect to
which interest has been paid or provided for (unless (i)the date of authentication is prior to the first
Record Date, in which event from the Closing Date, (ii)the date of authentication is after a Record
Date and before the following Interest Payment Date, in which event it shall bear interest from such
Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it
shall bear interest from such date)until the principal hereof shall have been paid.
$3,867,000.00 of proceeds of the Bonds (comprising the $3,867,000.00 aggregate principal
amount thereof) shall be disbursed, as follows:
$ to the Costs of Issuance Fund to be
applied to pay Costs of Issuance in
accordance with Section 13
$ to the Escrow Fund established pursuant
to the Escrow Agreement for the
defeasance and prepayment of the
Refunded Bonds
$3,867,000.00 TOTAL
The amount designated above for transfer to the Escrow Fund is hereby determined to be that
amount necessary to purchase the Federal Securities sufficient to refund the Refunded Bonds.
SECTION 3. Transfer Restrictions. Notwithstanding anything herein to the contrary, a
Bond Owner may only transfer Bonds in whole to a new Owner who executes and delivers to the
9
4827-8421-7340v5/024217-0008
City and the Paying Agent a letter of the transferee substantially in the form attached hereto as
Exhibit "E" who is (i) an affiliate of the Original Purchaser of the Bonds or (ii) a "Qualified
Institutional Buyer" as defined in Rule 144A under the Securities Act. Nothing herein shall limit the
right of the Owner of the Bonds or its assignees to sell or assign participation interests therein to one
or more entities listed in(i)or(ii)listed above.
SECTION 4. Place of Payment. The Bonds shall be payable in lawful money of the
United States of America and principal of the Bonds shall be payable at maturity upon surrender
thereof at the designated corporate trust office of the Paying Agent.
SECTION 5. Paying Agent. The initial Paying Agent for the Bonds shall be The Bank of
New York Mellon Trust Company, N.A. The Paying Agent may at any time resign and be
discharged of the duties and obligations created by this Resolution by giving at least 45 days' written
notice to the City. At any time, following at least forty-five (45) days' prior notice (or such lesser
period of time as shall be mutually agreeable to the Paying Agent and the City) the Paying Agent
may be removed at any time by an instrument filed with such Paying Agent and signed by the City.
A successor Paying Agent shall be appointed by the City and shall be a bank or trust company
organized under the laws of any state of the United States, a national banking association or any
other financial institution, having capital stock and surplus aggregating at least $75,000,000 and
doing business in the State and willing and able to accept the office on reasonable and customary
terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such
Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and
delivering to the City a written acceptance thereof. Resignation or removal of the Paying Agent shall
be effective upon appointment and acceptance of a successor Paying Agent.
In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay
over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no
successor, to the Administrative Services Director. In the event that for any reason there shall be a
10
4827-8421-7340v5/024217-0008
vacancy in the office of the Paying Agent, the Administrative Services Director shall act as such
Paying Agent. The City shall cause the new Paying Agent appointed to replace any resigned or
removed Paying Agent to mail notice of its appointment and the address of its designated office to all
registered Owners.
SECTION 6. Form of Bonds. The Bonds shall be substantially in the form attached hereto
as Exhibit"A." Such form is hereby approved and adopted as the form of the Bonds and of the
redemption, exchange, registration and assignment provisions pertaining to them, with necessary or
appropriate variations, omissions, and insertions, as permitted or required by this Resolution.
SECTION 7. Execution and Authentication of the Bonds. The Bonds shall be signed on
behalf of the City by its Mayor and by its Treasurer by facsimile signatures and by its City Clerk, or
authorized Deputy City Clerk, by facsimile signature. The foregoing officers are hereby authorized
and directed to sign the Bonds in accordance with this Section 7. If any City officer whose facsimile
signature appears on the Bonds ceases to be an officer before delivery of the Bonds, his or her
signature is as effective as if he or she had remained in office.
The Paying Agent shall authenticate the Bonds on registration and/or exchange to effectuate
the registration and exchange provisions set forth in Section 8 below; and only those Bonds that have
endorsed on them a certificate of authentication, substantially in the form set forth in the form of
Bond, duly executed by the Paying Agent, shall be entitled to any rights, benefits or security under
this Resolution. No Bond shall be valid or obligatory for any purpose unless and until the certificate
of authentication thereon has been duly executed by the Paying Agent. The certificate of the Paying
Agent upon any Bond shall be conclusive and the only evidence required that the Bond has been duly
authenticated and delivered under this Resolution. The Paying Agent's certificate of authentication
on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Bonds that may be issued hereunder.
11
4827-8421-7340v5/024217-0008
SECTION 8. Registration, Transfers and Exchanges. The Bond may, in accordance
with its terms,be transferred,upon the registration books required to be kept by the Paying Agent,by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such single, fully registered Bond for cancellation, accompanied by delivery of a written
instrument of transfer in a form approved by the Paying Agent,duly executed.
Whenever the Bond shall be surrendered for transfer, the Paying Agent shall authenticate and
deliver a new Bond of the same series and maturity, for the like aggregate principal amount of the
Bond surrendered.
The Bond may be exchanged at the designated corporate trust office of the Paying Agent for
a Bond of like aggregate principal amount of the same series and maturity.
The person, firm or corporation requesting the transfer or exchange shall pay any costs or
charges in connection with the transfer or exchange as are established by the Paying Agent, in
addition to paying any tax or governmental charge that may be imposed in connection with the
transfer or exchange. The Paying Agent shall not be required,however,to register a transfer or make
an exchange of the Bond if the Bond has been called for redemption.
SECTION 9. Registration Books. The Paying Agent will keep at its designated corporate
trust office, sufficient books for the registration and transfer of the Bonds. The books shall at all
times be open to inspection by the City; and, upon presentation for such purpose, the Paying Agent
shall under such reasonable regulations as it may prescribe, register or transfer, or cause to be
registered or transferred,on the register,the Bonds as hereinbefore provided.
SECTION 10. Initial Delivery of Bonds. The Bonds shall initially be delivered as a
registered bond in the name of the original purchaser and shall not be (i) assigned a rating by any
rating agency, (ii) registered with The Depository Trust Company or any other securities depository,
(iii) issued pursuant to any type of offering document or official statement, or (iv) assigned CUSIP
numbers by CUSIP Global Services.
12
4827-8421-7340v5/024217-0008
SECTION 11. Redemption.
(a) Optional Redemption. The Bonds shall not be subject to optional redemption
prior to maturity prior to the Tax-Exempt Reissuance Date. On and after the Tax-Exempt Reissuance
Date,if any,the Bonds shall be subject to redemption in accordance with Section 12 hereof.
(b) Mandatory Sinking Fund Redemption. The Bonds shall be subject to
mandatory sinking fund redemption, in part, on August 1 in each year, commencing August 1, 2022,
at a redemption price equal to the principal amounts in the respective years as follows:
Redemption Dates
(August 1) Principal Amount
2022 $
2023
2024
2025
2026
2027
2028
2029
2030
2031 (maturity)
(c) jReservedj.
(d) Notice of Redemption. The Paying Agent shall provide written notice to the
Owner of the Bond pursuant to this section by first class mail within sixty (60) days, but in no event
later than thirty(30) days prior to the date of such redemption. The date on which the Bond is to be
presented for redemption is herein sometimes called the "redemption date." The notice of
redemption shall (a) state the redemption date; (b) state the redemption price; (c) subject to
subsection (e) of this section, give notice that further interest on such Bonds will not accrue after the
designated redemption date; and (d)any other descriptive information needed to identify accurately
the Bond. The actual receipt by the Owner of notice of such redemption shall not be a condition
precedent to redemption, and failure to receive such notice shall not affect the validity of the
13
4827-8421-7340v5/024217-0008
proceedings for the redemption of the Bonds or the cessation of interest on the date fixed for
redemption.
(e) Conditional Notice of Optional Redemption of Bonds. With respect to the
optional redemption of Bonds pursuant to the foregoing subsection (a), at the direction of the City
filed with the Paying Agent, the notice of such redemption shall state that such redemption is
conditioned upon the receipt by the Paying Agent on or before the date fixed for such redemption of
sufficient funds for such purpose from any issue of refunding bonds. In the event that sufficient
funds shall not have been deposited with the Paying Agent on or before the date fixed for
redemption, the Paying Agent shall promptly notify the Owners of the Bonds by telephone, facsimile
transmission or other form of telecommunication,promptly confirmed in writing; and thereupon such
redemption and the notice thereof shall be deemed to be canceled and rescinded.
(f) Effect of Redemption. When notice of redemption has been given,
substantially as provided for herein, and when the amount necessary for the redemption of the Bonds
(principal and premium, if any) is set aside for that purpose in the Debt Service Fund, as provided for
herein, the Bonds shall become due and payable on the date fixed for redemption thereof, and upon
presentation and surrender thereof at the place specified in the notice of redemption, the Bonds shall
be redeemed and paid at said redemption price out of said Debt Service Fund, and no interest will
accrue thereon after the redemption date specified in such notice and the Owner of the Bonds after
such redemption date shall look only to the funds held for such purpose in the Debt Service Fund(or
held for such specific purpose in the Bond Fund held by the Paying Agent). All Bonds redeemed
shall be cancelled forthwith by the Paying Agent and shall not be reissued. The City shall establish a
separate account in the Debt Service Fund to hold funds available for payment of called bonds after
the redemption date.
SECTION 12. Conversion to Tax-Exempt Interest Rate. The Bonds shall initially be
issued bearing Taxable Interest. The interest rate on the Bonds shall convert to the Tax-Exempt Rate
14
4827-8421-7340v5/024217-0008
on any business date on or after August 1, 2022 (referred to herein as the Tax-Exempt Reissuance
Date), upon the satisfaction of the following conditions precedent to such conversion:
(a) The written election of the City to the Owner and the Paying Agent to convert
the interest rate payable with respect to the Bonds to the Tax-Exempt Rate in the form attached
hereto as Exhibit"B;"
(b) The issuance of an opinion of Bond Counsel to the effect that the conditions
precedent set forth above to the conversion of interest payable with respect to the Bonds to a Tax-
Exempt Rate have been satisfied and that subject to the City's compliance with certain covenants,
interest payable with respect to the Bonds is excludable from gross income of the owners thereof for
federal income tax purposes, and is not included as an item of tax preference in computing the
alternative minimum tax under the Code substantially in the form attached hereto as Exhibit"C;"
(c) Delivery of a Tax Certificate executed by the City with respect to certain tax
matters relating to the Bonds after interest payable with respect thereto is converted to a Tax-Exempt
Rate;
(d) Delivery of a new Bond to the Owner;
(e) The selection by the Owner of one of the three post-conversion optional
redemption schedules provided in the form attached hereto as Exhibit "D," which shall become
applicable to the Bonds on and after the Tax-Exempt Reissuance Date to maturity or prior
redemption.
The City agrees to execute and deliver on the Tax-Exempt Reissuance Date an IRS Form 8038-G (or
other required information return).
SECTION 13. Costs of Issuance Fund. The proceeds of the sale of the Bonds identified in
Section 2 for deposit into the Costs of Issuance Fund shall be deposited with the Paying Agent to the
credit of; and the Paying Agent shall establish a fund designated the "City of Arcadia Series 2021
General Obligation Refunding Bonds(Police Station Project)Costs of Issuance Fund," (the"Costs of
15
4827-8421-7340v5/024217-0008
Issuance Fund"), and the moneys in said fund shall be applied exclusively to pay Costs of Issuance in
accordance with the Bond Law, except as otherwise provided in the provisions of the Bond Law. If,
upon completion of the payment of all Costs of Issuance from the Costs of Issuance Fund as
designated in a written certificate signed by an Authorized Representative from the City, amounts
remain therein, the Paying Agent shall transfer such amounts to the Debt Service Fund. At such time
that no amounts remain on deposit in the Costs of Issuance Fund, the Paying Agent shall close the
Costs of Issuance Fund.
SECTION 14. Rebate Fund. Upon the conversion to the Tax-Exempt Rate on the Tax-
Exempt Reissuance Date, the City shall establish the Series 2021 General Obligation Refunding
Bonds (Police Station Project) Rebate Fund (the "Rebate Fund") and the following provisions shall
become applicable to the Bonds. All money at any time deposited in the Rebate Fund shall be held
by the City in trust for payment to the United States Treasury. All amounts on deposit in the Rebate
Fund shall be governed by the Tax Certificate, unless the City obtains an opinion of Bond Counsel
that the exclusion from gross income of interest on the Bonds shall not be adversely affected for
federal income tax purposes if such requirements are not satisfied.
(a) Annual Computation. Within 55 days of the end of each Computation Year
with respect to the Bonds, the City shall calculate or cause to be calculated the amount of rebatable
arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate
Regulations (taking into account any applicable exceptions with respect to the computation of the
rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments
exceptions of Section 148(f)(4)(B) and(C)of the Code), and taking into account whether the 1-1/2%
Penalty has been elected), for this purpose treating the last day of the applicable Computation Year as
a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the
"Rebatable Arbitrage"). The City shall obtain expert advice as to the amount of the Rebatable
Arbitrage to comply with this Section.
16
4827-8421-7340v5/024217-0008
(b) Annual Transfer. Within 55 days of the end of each applicable Computation
Year with respect to the Bonds, an amount shall be transferred by the City to be deposited to the
Rebate Fund from any legally available funds, including the other funds and accounts established
herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so
calculated in accordance with clause(i) of this Subsection(a). In the event that immediately
following the transfer required by the previous sentence, the amount then on deposit to the credit of
the Rebate Fund exceeds the amount required to be on deposit therein, the Administrative Services
Director shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt
Service Fund.
(c) Payment to the Treasury. The City shall pay to the United States Treasury,
out of amounts in the Rebate Fund:
(1) Not later than 60 days after the end of(A)the fifth Computation Year
with respect to the Bonds, and (B)each applicable fifth Computation Year thereafter, an amount
equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Computation Year;
and
(2) Not later than 60 days after the payment of all the Bonds, an amount
equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Computation
Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with
Section 148(f)of the Code.
In the event that,prior to the time of any payment required to be made from the Rebate Fund,
the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the
City shall calculate or cause to be calculated the amount of such deficiency and deposit an amount
received from any legally available source, including the other funds and accounts established herein,
equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment
required to be made pursuant to this Subsection(1) shall be made to the Internal Revenue Service
17
4827-8421-7340v5/024217-0008
Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be
accompanied by Internal Revenue Service Form 8038-T prepared by the City, or shall be made in
such other manner as provided under the Code.
(d) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund
after redemption and payment of the Bonds and the payments described in Subsection(1), may be
utilized in any lawful manner by the City.
(e) Survival of Defeasance. Notwithstanding anything in this Section or the
Resolution to the contrary, the obligation to comply with the requirements of this Section shall
survive the defeasance of the Bonds.
SECTION 15. Security/Debt Service Fund. The City Council, so far as is necessary, shall
fix such rate or rates for a tax to be levied in the City as will result in revenues which will pay the
interest on the Bonds, and provide a sinking or other fund for the payment of the principal of the
Bonds as such principal may become due. For each fiscal year the City Council shall determine the
amounts above set forth and shall fix the rate or rate of tax to be levied which will raise the amounts
of money required by the City for such purposes, and as required by the provisions of the Law. The
City Council shall certify to the County Auditor-Controller of the County of Los Angeles (the
"Auditor")the rate or rates so fixed and shall furnish to the Auditor a statement in writing containing
the following: (a)an estimate of the minimum amount of money required to be raised by taxation
during the fiscal year for the payment of the principal of and interest on the Bonds, as will become
due before the proceeds of a tax levied at the next general tax levy will be available; (b)an estimate
of the minimum amount of money required to be raised by taxation during the fiscal year for all other
purposes of the City; and (c) any other items required by the provisions of the Law. The Auditor
shall compute and enter in the county assessment roll the respective sums to be paid as a City tax on
the property within the City using the rate or rates of levy as fixed by the City Council and the
assessed value as found on the assessment roll for the property subject to the tax.
18
4827-8421-7340v5/024217-0008
It shall be the duty of all county officers charged with the duty of collecting taxes to collect
such tax in time, form and manner as county taxes are collected and when collected to pay the same
to the City.
All such taxes for the payment of principal and interest on the Bonds shall be established,
levied and collected as provided in the provisions of the Law.
All moneys derived from such taxes and all other moneys allocated and designated for
payment of said Bonds and the interest thereon (including amounts levied in fiscal year 2021-22 for
the Prior Bonds) shall be placed in a fund of the City and designated "City of Arcadia Series 2021
General Obligation Refunding Bonds (Police Station Project) Debt Service Fund" (the"Debt Service
Fund"), (and accounts therein to the extent created pursuant to Section 11 or 18 hereof) shall be kept
separate and apart from all other funds of the City (and are hereby irrevocably pledged for the
payment of the Bonds in accordance with the purpose and intent of this Resolution), and until all of
said Bonds and all interest thereon have been fully paid (or defeased) the moneys in said fund shall
be used for no other purpose than the payment of said Bonds and the interest thereon; provided,
however, that when all of the principal and interest on all of the Bonds have been paid, any balance
of money then remaining in said funds shall be transferred to the general fund of the City. Interest
earned on the investment of monies in the Debt Service Fund shall be retained in the Debt Service
Fund and used by the City to pay principal and interest on the Bonds when due.
The Administrative Services Director shall transfer available monies from the Debt Service
Fund to the Paying Agent in amounts sufficient and at such time as are necessary to promptly pay
principal (including mandatory sinking fund payments, if any), interest and redemption premium, if
any, on the Bonds as such shall become due; and the Paying Agent shall establish a fund designated
the "City of Arcadia Series 2021 General Obligation Refunding Bonds (Police Station Project) Bond
Fund"(the"Bond Fund") for such purpose and shall make payments to the Bond Owners of principal
(including mandatory sinking fund payments, if any), interest and redemption premium, if any, on
19
4827-8421-7340v5/024217-0008
the Bonds as such shall become due; provided that, in the event of any deficiencies, moneys on
deposit in the Bond Fund shall be applied first to the payment of interest and then to the payment of
principal.
SECTION 16. Investments.
(a) Moneys in the Costs of Issuance Fund shall be invested in Authorized
Investments which will by their terms mature, or in the case of an investment agreement are available
without penalty, as close as practicable to the date the City estimates the moneys represented by the
particular investment will be needed for withdrawal from the Costs of Issuance Fund. Earnings on
investments of monies in the Costs of Issuance Fund shall be retained therein and applied in
accordance with authorized uses thereof and applicable law.
(b) Moneys in the Debt Service Fund and the Bond Fund shall be invested only
in Authorized Investments which will by their terms mature, or in the case of an investment
agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of
principal of, premium, if any, and interest on the Bonds as the same become due. The Paying Agent
shall be under no obligation to invest moneys in the Bond Fund except on the written instruction of
the Administrative Services Director. Investment earnings, if any, in the Bond Fund in excess of
amounts held for the benefit of the Owner shall be returned to the City for deposit in the Debt Service
Fund.
In the event that an Authorized Representative of the City does not so direct the Paying
Agent, the Paying Agent shall invest moneys in the Bond Fund in the Authorized Investments
described in paragraph 2(f) of the definition contained herein and as set forth in the letter of
authorization and directions executed by the City and delivered to the Paying Agent. If no
investment directions are provided, such amount shall be held in cash,uninvested.
The City and the Paying Agent, at the direction of the City, shall sell at the best price
obtainable, or present for redemption, any obligations so purchased whenever it may be necessary to
20
4827-8421-7340v5/024217-0008
do so in order to provide moneys to meet any payment or transfer to such funds and accounts or from
such funds and accounts. For the purpose of determining at any given time the balance in any such
funds, any such investments constituting a part of such funds and accounts shall be valued at their
market value. Notwithstanding anything herein to the contrary, the Paying Agent shall not be
responsible for any loss from investments, sales or transfers undertaken in accordance with the
provisions of this Resolution.
SECTION 17. Tax Covenants. The City hereby covenants and agrees with the Owner of
the Bonds to take no action or refrain from taking any action which, in the opinion of Bond Counsel,
would result in the interest received by the Owner being includable in gross income for federal
income tax purposes on and after the Tax-Exempt Reissuance Date, if any. In order to preserve the
exclusion from gross income of interest on the Bonds for federal income tax purpose on and after the
Tax-Exempt Reissuance Date, if any, the City covenants to comply with all applicable requirements
of the Code, and any Regulations which are necessary to preserve such exclusion from gross income
and specifically covenants,without limiting the generality of the foregoing,that on and after the Tax-
Exempt Reissuance Date:
(a) Private Activity. The City will take no action or refrain from taking any
action or make any use of the proceeds of the Bonds issued on a tax-exempt basis or of any other
monies or property which would cause the Bonds issued on a tax-exempt basis to be"private activity
bonds"within the meaning of Section 141 of the Code;
(b) Arbitrage. The City will make no use of the proceeds of the Bonds issued on
a tax-exempt basis or of any other amounts or property, regardless of the source, or take any action or
refrain from taking any action which will cause the Bonds issued on a tax-exempt basis to be
"arbitrage bonds"within the meaning of Section 148 of the Code;
21
4827-8421-7340v5/024217-0008
(c) Federal Guaranty. The City will make no use of the proceeds of the Bonds
issued on a tax-exempt basis or take or omit to take any action that would cause the Bonds issued on
a tax-exempt basis to be"federally guaranteed"within the meaning of Section 149(b)of the Code;
(d) Information Reporting. The City will take or cause to be taken all necessary
action to comply with the informational reporting requirement of Section 149(e)of the Code;
(e) Hedge Bonds. The City will make no use of the proceeds of the Bonds issued
on a tax-exempt basis or any other amounts or property, regardless of the source, or take any action
or refrain from taking any action that would cause the Bonds issued on a tax-exempt basis to be
considered"hedge bonds"within the meaning of Section 149(g) of the Code unless the City takes all
necessary action to assure compliance with the requirements of Section 149(g) of the Code to
maintain the exclusion from gross income of interest on the Bonds issued on a tax-exempt basis for
federal income tax purposes;
(f) Miscellaneous. The City will take no action or refrain from taking any action
inconsistent with its expectations stated in that certain Tax Certificate executed by the City on the
Tax-Exempt Reissuance Date in connection with each issuance of Bonds issued on a tax-exempt
basis and will comply with the covenants and requirements stated therein and incorporated by
reference herein;
(g) Subsequent Opinions. If on or after the Tax-Exempt Reissuance Date the
City obtains a subsequent opinion of Bond Counsel other than Stradling Yocca Carlson & Rauth, a
Professional Corporation ("SYCR"), where such opinion is required in connection with a change or
amendment to this Resolution or the procedures set forth in the Tax Certificate, it will obtain an
opinion substantially to the effect originally delivered by SYCR that interest on the Bonds is
excluded from gross income for federal income tax purposes.
SECTION 18. Defeasance. The Bond may be defeased in whole or in part prior to maturity
by irrevocably depositing with the City in a separate account of the Debt Service Fund to be held
22
4827-8421-7340v5/024217-0008
separate and apart from all other funds of the City, and which is irrevocably pledged to the Bond, or
portion thereof so defeased(or an entity designated by the Administrative Services Director to act as
escrow agent with respect thereto):
(a) An amount of cash which together with amounts then on deposit in the Debt
Service Fund, is sufficient, without reinvestment, to pay and discharge all or part of the Bond
outstanding(including all principal, interest and premium, if any)at or before its stated maturity date;
or
(b) Federal Securities not subject to call, together with cash, if required, in such
amount as will, without reinvestment, in the opinion of an independent certified public accountant,
together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund
together with the interest to accrue thereon, be fully sufficient to pay and discharge the Bond, or
portion thereof(including all principal and interest and premium, if any) to be defeased at or before
its stated maturity date.
In such event, notwithstanding that the Bond shall not have been surrendered for payment, all
obligations of the City with respect to the Bond, or portion thereof so defeased, shall cease and
terminate, except only the obligation of the City to pay or cause to be paid from funds deposited
pursuant to paragraphs(a) or (b) of this Section, to the Owners of the Bond not so surrendered and
paid all sums due with respect thereto; provided that the City shall have received an opinion of bond
counsel that the Bond, or the applicable portion thereof,has been defeased.
SECTION 19. Supplemental Resolutions.
(a) This Resolution, and the rights and obligations of the City and of the Owner
of the Bonds issued hereunder, may be modified or amended at any time by a supplemental
resolution adopted by the City with the written consent of the Owner. No such supplemental
resolution shall change or modify any of the rights or obligations of any Paying Agent without its
23
4827-8421-7340v5/024217-0008
written assent thereto. Notwithstanding anything herein to the contrary, no such consent shall be
required if the Owners are not directly and adversely affected by such amendment or modification.
(b) This Resolution, and the rights and obligations of the City and of the Owners
of the Bonds issued hereunder, may be modified or amended at any time by a supplemental
resolution adopted by the City without the written consent of the Owners;
(i) To add to the covenants and agreements of the City in this Resolution,
other covenants and agreements to be observed by the City which are not contrary to or inconsistent
with this Resolution as theretofore in effect;
(ii) To add to the limitations and restrictions in this Resolution, other
limitations and restrictions to be observed by the City which are not contrary to or inconsistent with
this Resolution as theretofore in effect;
(iii) To confirm as further assurance any pledge under, and the subjection
to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds,
or to establish any additional funds or accounts to be held under this Resolution;
(iv) To cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision in this Resolution; or
(v) To amend or supplement this Resolution in any other respect,
provided such supplemental resolution does not adversely affect the interests of the Owner.
(c) Any act done pursuant to a modification or amendment so consented to shall
be binding upon the Owners of all the Bonds and shall not be deemed an infringement of any of the
provisions of this Resolution, whatever the character of such act may be, and may be done and
performed as fully and freely as if expressly permitted by the terms of this Resolution, and after
consent relating to such specified matters has been given,no Owner shall have any right or interest to
object to such action or in any manner to question the propriety thereof or to enjoin or restrain the
City or any officer or agent of the City from taking any action pursuant thereto.
24
4827-8421-7340v5/024217-0008
SECTION 20. Resolution to Constitute Contract. In consideration of the purchase and
acceptance of the Bond authorized to be issued hereunder by those who shall own the same from
time to time, this Resolution shall be deemed to be and shall constitute a contract by and between the
City and the Owner from time to time of the Bond; and the pledge made in this Resolution shall be
for the benefit,protection and security of the Owner of the Bond.
SECTION 21. Financial Statements. The City agrees that it will furnish to the Owner of
the Bonds(a)current audited financial statements in reasonable detail, with supporting schedules(the
"Audit") as soon as practicable after the City's acceptance thereof and in any case within 360 days
after the end of each fiscal year,which may be in electronic .PDF format, and(b) at the request of the
Owner of the Bonds, the City's annual budget as submitted or approved; provided, however, that
posting such audited financial statements within the time provided above and/or annual budget as
submitted or approved on the City's website or to the Municipal Securities Rulemaking Board's
Electronic Municipal Market Access system shall satisfy this requirement; provided further, and
notwithstanding anything herein to the contrary, so long as the Original Purchaser is the Owner of the
Bonds, the City shall provide to the Original Purchaser such audited fmancial statements within the
time provided above and/or annual budget as submitted or approved or links thereto to the Original
Purchaser at the following email address (or such other address as the Original Purchaser supplies to
the City in writing): Public_Finance_Servicing@snbcloud.onmicrosoft.com. The City further agrees
that it will permit the Owner or its agents and representatives to inspect the City's books and records
and make extracts therefrom at its own expense during regular business hours and in a manner which
will not disrupt the normal business routine of the City. The City shall furnish to the Owner such
other financial information as it may reasonably request. In the event that the Audit is not available
within 360 days of fiscal year end, the City will furnish unaudited fmancial statements to the Owner
in the manner described in this paragraph within such period, and will then supply the Audit
immediately upon the availability thereof.
25
4827-8421-7340v5/024217-0008
SIGNED AND APPROVED as of November 1, 2021.
CITY OF ARCADIA
[SEAL] By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
S-1
4827-8421-7340v5/024217-0008
EXHIBIT A
THE REGISTERED OWNER OF THIS BOND ACKNOWLEDGES AND AGREES THAT
THIS BOND MAY ONLY BE TRANSFERRED IN WHOLE TO A NEW OWNER WHO
DELIVERS TO THE CITY AND THE PAYING AGENT A PURCHASER'S CERTIFICATE
IN THE FORM REQUIRED BY THE RESOLUTION WHO IS(I)AN AFFILIATE OF THE
ORIGINAL PURCHASER OF THIS BOND, OR (II) A "QUALIFIED INSTITUTIONAL
BUYER"AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT.
R- $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF ARCADIA
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2021 (POLICE STATION PROJECT)
INTEREST RATE MATURITY DATE DATED DATE
August 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: AND NO/100 DOLLARS
THE CITY OF ARCADIA, a charter city situated in the County of Los Angeles, State of
California (the "City"), duly organized and existing under and by virtue of the Constitution and laws
of the State of California,hereby acknowledges its indebtedness and promises to pay to the registered
owner named above or registered assigns (the "Registered Owner"), the Principal Amount stated
above on the Maturity Date stated above, and to pay such Registered Owner as its name and address
appears on the register kept by the Paying Agent at the close of business on the fifteenth day of the
month preceding the Interest Payment Date (as hereinafter defined) (the "Record Date") by wire
transfer, interest on such Principal Amount on each February 1 and August 1, commencing
February 1, 2022 (each, an "Interest Payment Date") next preceding the date of authentication
(unless (i)the date of authentication is prior to the first Record Date in which event from the Dated
Date shown above, (ii)the date of authentication is after a Record Date and before the following
Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or(iii)it
is authenticated as of an Interest Payment Date, in which event it shall bear interest from such date
until the Principal Amount hereof shall have been paid or provided for in accordance with Resolution
No. adopted by the City Council of the City on October 19, 2021, as supplemented by
Supplement to Resolution No. ,dated as of November 1, 2021, executed in connection therewith
(as supplemented, the "Resolution"), at the interest rate stated above, payable on each Interest
Payment Date. Principal and any premium upon the redemption prior to the maturity hereof(except
for mandatory sinking fund redemptions) are payable at the designated corporate trust office of The
Bank of New York Mellon Trust Company,N.A., Paying Agent for this Bond(the"Paying Agent").
All such amounts are payable in lawful money of the United States of America. The Paying Agent
A-1
4827-8421-7340v5/024217-0008
shall pay principal of and interest and redemption premium (if any) on this Bond when due by wire
transfer in immediately available funds to the Registered Owner in accordance with such wire
transfer instructions as shall be filed by the Registered Owner with the Paying Agent from time to
time, and (ii) payments of principal due to mandatory sinking fund redemption of this Bond shall be
made without the requirement for presentation and surrender hereof by the Registered Owner.
Capitalized terms used herein and not defined shall have the meanings given such terms in
the Resolution.
The principal of and interest on the Bonds shall be paid from taxes levied for the payment
thereof as set forth in the Resolution, which taxes shall be levied exclusively upon the taxable
property in the City.
This Bond is issued as a single fully registered bond. It may be exchanged for a like
principal amount of Bond of the same series and maturity, all as more fully set forth in the
Resolution. This Bond is transferable by the Registered Owner hereof, in person or by its attorney
duly authorized in writing, at the designated corporate trust office of the Paying Agent, but only in
the manner, subject to the limitations and upon payment of the charges provided in the Resolution,
upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond for the
same principal amount of the same series and maturity will be issued to the transferee in exchange
therefor.
[This Bond is subject, at the option of the City, to redemption, in whole, but not in part, on
any date commencing August 1, 2023, at a redemption price equal to the principal amount thereof,
together with accrued interest to the date fixed for redemption:
Redemption Dates Redemption Prices
Any date from August 1,2023 through and including July 31, 2026 103%
August 1,2026 through and including July 31,2028 102
August 1,2028 through and including July 31,2030 101
August 1,2030 and any date thereafter 100
[This Bond is subject, at the option of the City, to redemption, in whole, but not in part, on
any date commencing August 1, 2025, at a redemption price equal to the principal amount thereof,
together with accrued interest to the date fixed for redemption:
Redemption Dates Redemption Prices
Any date from August 1,2025 through and including July 31,2026 103%
August 1, 2026 through and including July 31, 2027 102
August 1, 2027 through and including July 31, 2028 101
August 1, 2028 and any date thereafter 100
]
[This Bond is subject, at the option of the City, to redemption, in whole but not in part, on
any date commencing August 1, 2028, at a redemption price equal to the principal amount
thereof,together with accrued interest to the date fixed for redemption,without premium.]
This Bond shall be subject to mandatory sinking fund redemption, in part, on August
1 in each year, commencing August 1, 2022, at a redemption price equal to the principal amounts in
the respective years as follows:
A-2
4827-8421-7340v5/024217-0008
Redemption Dates
(August 1) Principal Amount
2022 $
2023
2024
2025
2026
2027
2028
2029
2030
2031 (maturity)
Notice of redemption with respect to this Bond shall be mailed to the Registered Owner
hereof not less than 30 nor more than 60 days prior to the redemption date by first class mail,postage
prepaid, to the address set forth in the registration books. Any immaterial defect in such notice will
not affect the validity of the proceedings for redemption. This Bonds will cease to accrue interest on
the specified redemption date; provided that funds for the redemption are on deposit with the Paying
Agent on the redemption date. Thereafter, the Registered Owner of this Bond shall have no rights
except to receive payment of the redemption price upon the surrender hereof.
The City and the Paying Agent may treat the Registered Owner hereof as the absolute owner
hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to the
contrary.
This Bond shall not be entitled to any benefit under the Resolution, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
signed by the Paying Agent.
The rights and obligations of the City and of the Registered Owner of this Bond may be
amended at any time, and in certain cases without notice to or consent of the Registered Owner, to
the extent and upon the terms provided in the Resolution.
It is hereby recited, certified and declared that the total amount of indebtedness of the City,
including the amount of this Bond, is within the limit provided by law and that any and all acts,
conditions and things required to exist, to happen and to be performed precedent to and in the
issuance of this Bond exist, have happened and have been performed in due time, form and manner
as required by the Constitution and laws of the State of California.
IN WITNESS WHEREOF, THE CITY OF ARCADIA has caused this Bond to be signed by
the Mayor and the City Treasurer of said City, and countersigned by the City Clerk of said City, by
their facsimile signatures.
A-3
4827-8421-7340v5/024217-0008
CITY OF ARCADIA
By:
Its: Mayor
By:
Its: City Treasurer
COUNTERSIGNED:
City Clerk of the City of Arcadia
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is the fully registered Bond described in the within-mentioned Resolution.
Date of Authentication: THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A., as Paying Agent
By:
Its: Authorized Signatory
A-4
4827-8421-7340v5/024217-0008
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation, in connection with the issuance of, and dated as of the date of the original
delivery of,the Bonds. A signed copy is on file in my office.
City Clerk of the City of Arcadia
[FORM OF ASSIGNMENT]
For value received, the undersigned do(es)hereby sell,assign and transfer unto
(Name,Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es)hereby irrevocably constitute(s)and appoint(s)
attorney,to transfer the same on the registration books of the Paying Agent with full power of
substitution in the premises.
Dated:
Signature Guarantee:
Notice: Signature(s)must be guaranteed by a Notice: The signature on this assignment must
qualified guarantor. correspond with the name(s)as written on the
face of the within Bond in every particular
without alteration or enlargement or any change
whatsoever.
A-5
4827-8421-7340v5/024217-0008
EXHIBIT B
CITY OF ARCADIA
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2021 (POLICE STATION PROJECT)
Election of Conversion to the Tax-Exempt Rate
The undersigned, of the City of Arcadia (the "City"), hereby provides notice on
behalf of the City that the City elects to convert the interest rate payable with respect to the above-
referenced bonds (the "Bonds") to the Tax-Exempt Rate on the date hereof. Capitalized terms used
herein and not defined shall have the meanings given such terms in the Supplement to Resolution No.
dated as of November 1, 2021 pursuant to which the Bonds were issued.
Dated: ,20 CITY OF ARCADIA
By:
B-1
4827-8421-7340v5/024217-0008
EXHIBIT C
[Tax-Exempt Reissuance Date]
City Council
City of Arcadia
Arcadia, California
Re: $ City of Arcadia General Obligation Refunding Bonds, Series 2021
(Police Station Project)
Members of the City Council:
We have examined the Constitution and the laws of the State of California, a certified record
of the proceedings of the City of Arcadia(the"City") taken in connection with the conversion of the
interest rate payable with respect to its City of Arcadia General Obligation Refunding Bonds, Series
2021 (Police Station Project) in the aggregate principal amount of$ (the "Bonds") to
the tax-exempt rate and such other information and documents as we consider necessary to render
this opinion. In rendering this opinion, we have relied upon certain representations of fact and
certifications made by the City, the purchaser of the Bonds and others. We have not undertaken to
verify through independent investigation the accuracy of the representations and certifications relied
upon by us.
The Bonds have been issued pursuant to Chapter 4 (commencing with Section 43600) of
Division 4 of Title 4 and Articles 9 and 11, Chapter 3, Part 1 of Division 2 of the Government Code
of the State of California(the"Law" and the "Bond Law," respectively) and Resolution No. of
the City adopted on October 19, 2021, together with that certain Supplement to Resolution No.
dated as of November 1, 2021 executed in connection therewith (collectively, the "Resolution").
Capitalized terms used herein and not defined shall have the meanings given such terms in the
Resolution.
Based upon our examination of the foregoing, and in reliance thereon and on all matters of
fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are
of the opinion that:
1. Under existing statutes, regulations, rulings and judicial decisions, and assuming the
accuracy of certain representations and compliance with certain covenants and requirements
described herein, interest (and original issue discount) on the Bonds on and after the date hereof is
excluded from gross income for federal income tax purposes and is not an item of tax preference for
purposes of calculating the federal alternative minimum tax imposed on individuals.
2. Interest on the Bonds is exempt from State of California personal income tax.
The opinions expressed herein as to the exclusion from gross income of interest on the Bonds
are based upon certain representations of fact and certifications made by the City and are subject to
the condition that the City complies with all requirements of the Internal Revenue Code of 1986, as
C-1
4827-8421-7340v5/024217-0008
amended(the"Code") that must be satisfied subsequent to the reissuance of the Bonds to assure that
such interest on the Bonds will not become includable in gross income for federal income tax
purposes. Failure to comply with such requirements of the Code might cause interest on the Bonds
to be included in gross income for federal income tax purposes retroactive to the date of reissuance of
the Bonds. The City has covenanted to comply with all such requirements.
The opinions expressed herein may be affected by actions taken (or not taken) or events
occurring(or not occurring) after the date hereof. We have not undertaken to determine,or to inform
any person, whether any such actions or events are taken or do occur. The Resolution and the Tax
Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable
opinion of Bond Counsel is provided with respect thereto. No opinion is expressed herein as to the
effect on the exclusion from gross income of interest on the Bonds for federal income tax purposes
with respect to any Bond if any such action is taken or omitted based upon the opinion or advice of
counsel other than ourselves. Other than expressly stated herein, we express no other opinion
regarding tax consequences with respect to the Bonds.
The opinions expressed herein are based upon our analysis and interpretation of existing
laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by
such authorities. We call attention to the fact that the rights and obligations under the Resolution and
the Bonds are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws affecting creditors' rights,to the application of equitable principles if equitable
remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on
legal remedies against public agencies in the State of California.
Our opinion is limited to matters governed by the laws of the State of California and federal
tax law. We assume no responsibility with respect to the applicability or the effect of the laws of any
other jurisdiction.
Respectfully submitted,
C-2
4827-8421-7340v5/024217-0008
[FORM OF RELIANCE LETTER]
[Tax-Exempt Reissuance Date]
[Bond Owner]
[Paying Agent]
Re: $ City of Arcadia General Obligation Refunding Bonds, Series 2021
(Police Station Project)
Ladies and Gentlemen:
On the date hereof, we delivered to the City of Arcadia (the "City") our opinion (the
"Opinion") in connection with the conversion of the interest rate payable with respect to the above-
captioned bonds (the"Bonds") to the tax-exempt rate, which have been issued pursuant to Chapter 4
(commencing with Section 43600)of Division 4 of Title 4 and Articles 9 and 11, Chapter 3, Part 1 of
Division 2 of the Government Code of the State of California and Resolution No. of the City
adopted on October 19, 2021, together with that certain Supplement to Resolution No. dated as
of November 1, 2021 executed in connection therewith. You are authorized to rely on the Opinion as
if it were addressed to you.
This letter is being furnished to you solely for your benefit in connection with the conversion
of the interest rate payable with respect to of the Bonds to the tax-exempt rate and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our prior written consent.
The Opinion is limited to matters governed by the laws of the State of California and federal tax law,
and we assume no responsibility with respect to the applicability or the effect of the laws of any other
jurisdiction. No attorney-client relationship has existed or exists between our firm and you in
connection with the Bonds or by virtue of this letter and we are not assuming any professional
responsibility to any other person whomsoever.
Respectfully submitted,
C-3
4827-8421-7340v5/024217-0008
EXHIBIT D
OWNER'S CERTIFICATE
IT IS HEREBY CERTIFIED by the undersigned, (the "Owner") with
respect to the conversion of the interest rate payable with respect to the City of Arcadia General
Obligation Refunding Bonds, Series 2021 (Police Station Project) (the "Bond") to the Tax-
Exempt Rate on the date hereof(the Bond bearing interest at the Tax-Exempt Rate is referred to
herein as the"Tax-Exempt Bond")that:
1. The Owner hereby selects the following optional redemption provision to be
applicable to the Tax-Exempt Bonds from and after the date hereof:
[OWNER PICKS ONE OF THE FOLLOWING THREE OPTIONS]
[Option No. 111
This Bond is subject, at the option of the City,to redemption, in whole but not in part,on any
date commencing August 1, 2023, at a redemption price equal to the principal amount thereof,
together with accrued interest to the date fixed for redemption:
Redemption Dates Redemption Prices
Any date from August 1,2023 through and including July 31, 2026 103%
August 1, 2026 through and including July 31,2028 102
August 1, 2028 through and including July 31, 2030 101
August 1, 2030 and any date thereafter 100
]
[Option No.211
This Bond is subject, at the option of the City,to redemption, in whole but not in part,on any
date commencing August 1, 2025, at a redemption price equal to the principal amount thereof,
together with accrued interest to the date fixed for redemption:
Redemption Dates Redemption Prices
Any date from August 1,2025 through and including July 31,2026 103%
August 1,2026 through and including July 31, 2027 102
August 1,2027 through and including July 31, 2028 101
August 1,2028 and any date thereafter 100
]
'Option No. 311
This Bond is subject, at the option of the City, to redemption, in whole but not in part on
any date commencing August 1, 2028, at a redemption price equal to the principal amount
thereof,together with accrued interest to the date fixed for redemption, without premium.]
D-1
4827-8421-7340v5/024217-0008
2. The Owner hereby acknowledges receipt of the "City of Arcadia General
Obligation Refunding Bonds, Series 2021 (Police Station Project)," in the principal amount of
$ , maturing, bearing interest at the Tax-Exempt Rate and subject to redemption
prior to maturity as provided in Resolution No. of the City Council of the City of Arcadia
adopted on October 19, 2021, together with that certain Supplement to Resolution No.
dated as of November 1, 2021 executed in connection therewith (together, the "Resolution") and
as set forth above, and the Tax-Exempt Bond is registered in the name of the Owner.
3. The Owner intends to retain the Tax-Exempt Bond for its own portfolio until
maturity and does not intend to reoffer the Tax-Exempt Bond to the public.
4. Capitalized undefined terms used herein shall have the meanings ascribed thereto
in the Resolution.
WITNESS my hand on this , 20_.
[OWNER]
By .
Authorized Officer
D-2
4827-8421-7340v5/024217-0008
EXHIBIT E
FORM OF PURCHASER'S CERTIFICATE
, 20
City of Arcadia
Arcadia,California
The Bank of New York Mellon Trust Company,N.A.
Los Angeles, California
Re: City of Arcadia General Obligation Refunding Bonds, Series 2021 (Police Station
Project)
Ladies and Gentlemen:
The undersigned (the "Purchaser") hereby acknowledges that it is extending credit by
purchasing $ aggregate principal amount of the above-referenced bonds (the "Bonds")
issued pursuant to Chapter 4 (commencing with Section 43600) of Division 4 of Title 4 and Articles
9 and 11, Chapter 3, Part 1 of Division 2 of the Government Code of the State of California (the
"Law"and the"Bond Law,"respectively) and Resolution No. of the City Council of the City of
Arcadia (the "City") adopted on October 19, 2021, together with that certain Supplement to
Resolution No. dated as of November 1, 2021 executed in connection therewith (collectively,
the "Resolution"). Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Resolution.
This letter is being provided pursuant to the Resolution.
The Purchaser acknowledges that the proceeds of the Bond will be used to refund the City's
Series A of 2001 General Obligation Bonds (Police Station Project) and the City's General
Obligation Refunding Bonds Series 2012 (Police Station Project) (Bank Qualified), the proceeds of
which were used to fmance the construction and completion of a police station in the Arcadia Civic
Center(the"Project")and to pay costs of issuing the Bonds.
In connection with its purchase of the Bond, the Purchaser hereby makes the following
representations upon which you may rely:
1. The Purchaser has the authority and is duly authorized to extend credit through its
purchase of the Bond and to execute this letter and any other instruments and documents required to
be executed by the Purchaser in connection therewith.
2. The Purchaser is (a) and affiliate of Sterling National Bank, or (a) a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as
amended(the"Securities Act").
E-1
4827-8421-7340v5/024217-0008
3. The Purchaser(a) is a bank, any entity directly or indirectly controlled by the bank or
under common control with the bank, other than a broker, dealer or municipal securities dealer
registered under the Securities Exchange Act of 1934, or a consortium of such entities; and (b) has
the present intent to hold the Bond to maturity or earlier redemption.
4. The Purchaser is not extending credit by purchasing the Bond for more than one
account or with a view to distributing the Bond. The Purchaser is extending credit by purchasing the
Bond solely as a loan made in the usual course of its lending business and not with a view to, or for
resale in connection with, any distribution of the Bond, and the Purchaser presently intends to hold
the Bond solely for its own loan account for an indefinite period of time. However, the Purchaser
may assign the Bond at any time the Purchaser deems appropriate, subject to the transfer restrictions
set forth in the Bond. The Purchaser understands that it may need to bear the risks of this extension
of credit for an indefinite period of time, since an assignment of the Bond prior to maturity may not
be possible.
5. The Purchaser understands that the Bond is not, and is not intended to be, registered
under the Securities Act and that such registration is not legally required as of the date hereof, and
further understands that the Bond (a) is not being registered or otherwise qualified for sale under the
"Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities
exchange, (c) will not carry a rating from any rating agency, and (d) will be delivered in a form that
may not be readily marketable.
6. The Purchaser acknowledges that it has either been supplied with or been given
access to information, including the City's audited fmancial statements for the past five fiscal years,
prior approved budgets and the proposed budget for fiscal year 2021-22 and related materials
presented to the City Council, and a description of the Project, which it has requested from the City
and to which a reasonable lender would attach significance in making lending decisions, and the
Purchaser has had the opportunity to ask questions and receive answers from knowledgeable
individuals, including its own counsel,concerning the City, and the Bond and the security therefor so
that, as a reasonable lender, the Purchaser has been able to make a decision to extend credit through
purchase of the Bond. The Purchaser has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of its purchase of the Bond.
8. The Purchaser has made its own inquiry and analysis with respect to the Bond and the
security therefor, and other material factors affecting the security and payment of the Bond. The
Purchaser is aware that there are certain economic and regulatory variables and risks that could
adversely affect the security for the Bond. The Purchaser has reviewed the documents executed in
conjunction with the issuance of the Bond, including, without limitation,the Resolution.
9. The Purchaser acknowledges and agrees that the City takes no responsibility for, and
makes no representation to the Purchaser, or any subsequent purchaser,with regard to, a sale,transfer
or other disposition of the Bond in violation of the provisions of the Resolution, or any securities law
or income tax law consequences thereof. The Purchaser also acknowledges that, with respect to the
City's obligations and liabilities, the Purchaser is solely responsible for compliance with any
assignment restrictions on the Bond in connection with any subsequent transfer of the Bond made by
the Purchaser.
E-2
4827-8421-7340v5/024217-0008
10. The Purchaser agrees that it is bound by and will abide by the provisions of the
Resolution relating to transfer, the restrictions noted on the face of the Bond, in the Resolution, and
in this Purchaser's Certificate, specifically that the Registered Owner of the Bond may only transfer
the Bond in whole to a new Registered Owner who has delivered a Purchaser's Certificate to the City
and the Paying Agent in the form of this letter. The Purchaser also covenants to comply with all
applicable federal and state securities laws, rules and regulations in connection with any transfer of
the Bond by the Purchaser.
11. The Purchaser acknowledges that its purchase of the Bond is made in reliance upon
the certifications,representations, and warranties herein made to the addressees hereto.
12. The interpretation of the provisions hereof shall be governed and construed in
accordance with California law without regard to principles of conflicts of laws.
13. All representations of the Purchaser contained in this letter shall survive the execution
and delivery of the Bond to the Purchaser as representations of fact existing as of the date of
execution and delivery of this Purchaser's Certificate.
[PURCHASER/TRANSFEREE]]
By:
Its:
E-3
4827-8421-7340v5/024217-0008