HomeMy WebLinkAboutItem 8b: Resolutions 6764, 6765, 6766: Bonds ($8,000,000) for Santa Anita Grade Separation Bridge for Metro Gold Line Extention - Intention to Sell, Issuance and Budget Appropriations ov ARC
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� °°3ty Of 1A°4° STAFF REPORT
Administrative Services Department
Date: April 19, 2011
To: Mayor and City Council
From: Donald Penman, City Manager ilL
Jason Kruckeberg, Asst. City Manager /Developme Svcs Director )
Hue Quach, Administrative Services Director
PhD Wray, Deputy Director of Development Se ces /City Engineer
Jerry Schwartz, Economic Development Manager
Subject: RESOLUTION NO. 6764 DECLARING ITS INTENTION TO SELL
BONDS OF SAID CITY IN THE AMOUNT OF NOT TO EXCEED EIGHT
MILLION DOLLARS ($8,000,000), FIXING THE TIME AND PLACE FOR
TAKING BIDS AND DIRECTING PUBLICATION OF NOTICE INVITING
BIDS
Recommendation: Adopt
RESOLUTION NO. 6765 PROVIDING FOR THE ISSUANCE OF ITS
GENERAL OBLIGATION BONDS, ELECTION OF 2006 (BOND
MEASURE A), SERIES 2011 IN THE PRINCIPAL AMOUNT NOT TO
EXCEED EIGHT MILLION DOLLARS ($8,000,000)
Recommendation: Adopt
RESOLUTION NO. 6766 ADOPTING AND APPROPRIATING IN FISCAL
YEAR 2010 -2011 $4,650,000 FROM PROPOSITION A & C FUNDS FOR
THE CONSTRUCTION OF THE SANTA ANITA GRADE SEPARATION
BRIDGE
Recommendation: Adopt
SUMMARY
At an election of the registered voters of the City held on April 11, 2006, 72% of the
voters authorized the issuance and sale of up to $8.0 million principal in General
Obligation Bonds to finance the costs of constructing a grade separation at the
intersection of Santa Anita Avenue and the proposed Metropolitan Transit Authority
Gold Line Foothill Extension right of way.
Mayor & City Council
April 19, 2011
Page 2
On March 15, 2011, the City Council authorized the retention of consultants to prepare
the necessary documents for the issuance of the General Obligation (GO) Bonds. The
next step in this process is to approve the attached bond documents. Staff
recommends the City Council approve proposed language in the Preliminary Official
Statement and adopt Resolution Nos. 6764 and 6765 which will authorize the sale of
$8.0 million in GO Bonds.
Concurrently with the authorization to proceed with the sale of bonds, staff is
recommending that Council approve Resolution No. 6766 and authorize the
appropriation of $4,650,000 from Proposition A and Proposition C Funds in the Fiscal
Year 2010 -2011 budget as additional funding for the construction of the Santa Anita
Grade Separation Bridge. These transportation funds were approved by the
Metropolitan Transit Authority and have been reserved on our books for this purpose.
DISCUSSION
The voters of the City, on April 11, 2006 by a 72% majority, authorized the issuance of
$8.0 million in GO Bonds. Since voter approval, the progression toward issuing the
bonds has been idle as the Metro Transit Gold Line Foothill Extension Construction
Authority (Authority) needed to complete various phases of the project. In February of
this year, the City received word from the Authority that construction work could begin
as soon as June 2011 and therefore the City would need to provide its share of funding
for the grade separation.
On March 15, 2011, the City Council authorized the retention of consultants to prepare
the necessary documents for the issuance of the GO Bonds. Staff has been working
with Fieldman Rolapp & Associates (FRA) in preparation of a competitive sale of the
bonds on May 10, 2011.
Through the preliminary work, it was determined that this issuance can qualify as a
Bank Qualified issue. With FRA's recommendation, staff has decided that it would be in
the best interest to the taxpayers to designate the Series 2011 GO Bonds as "qualified
tax - exempt obligations" (i.e. Bank Qualified) for the purposes of Section 265 (b)(3) of
the Internal Revenue Code of 1986.
It should be noted that designating the 2011 GO Bonds as Bank Qualified will most
likely prohibit the City, or any of its related entities, from issuing any additional bonded
indebtedness for the balance of calendar year 2011, since the exemption states that the
issuer of Bank Qualified debt cannot issue more than $10 million in debt during that
calendar year. Staff does not expect additional debt will be issued in 2011 that would
exceed this $10 million dollar cap.
Having the 2011 GO bonds designated as Bank Qualified will allow the bonds to be
purchased by certain institutions, namely bank trust departments, that otherwise would
not purchase tax - exempt securities. The potential addition of these buyers should
enhance competition for the City's debt and likely produce lower overall borrowing costs
Mayor & City Council
April 19, 2011
Page 3
for this transaction. In the initial preparation for the bond measure, Council was advised
that an $8.0 million bond issue would place a tax of approximately $6.97 per $100,000
of assessed value on all properties in the City. Based on current interest rates, our
most recent bond sizing would result in approximately $5.97 per $100,000 of assessed
value to property owners.
The City estimates that the total cost of the grade separation project to be $12.5 million.
In addition to the proposed issuance of $8.0 million in GO Bonds, the City has set aside
Proposition A and Proposition C funds to finance the construction of the grade
separation project. During the Fiscal Year 2010 -11 budget adoption, an appropriation
for these transportation funds was not requested as staff did not anticipate the work to
begin this fiscal year. Therefore, in addition to the resolutions to allow staff to proceed
with the sale of bonds, staff is also requesting Council approval to appropriate
$4,650,000 as additional funds to the GO Bonds for this project.
Bond Documents
On the agenda this evening there are several documents related to the GO Bonds Issue
for your consideration and approval:
Attachment 1 — Draft Preliminary Official Statement for the issuance of $8.0 million in
GO Bonds. This document has been prepared in large part by the City's bond counsel,
Stradling, Yocca, Carlson & Rauth, and reviewed by staff and Disclosure Counsel Best
Best & Krieger.
This document is a statement of the major facts about the City, its current financial and
development history, its management system, the bond issue's purpose, bid, sale and
award procedures, payments of principal and interest, the term of the bonds (20 years),
registration, redemption, transfer and exchange of bonds, creation of funds for the
accounting of the bonds, continuing disclosure requirements, tax exempt opinion and
Constitutional and State provision affecting this bond issue. It is the basic source of
information to the potential bond buyer and as such it is essential that the information
within it be accurate and complete.
Attachment 2 — Resolution No. 6764 — This Resolution sets forth the amount of the
2011 GO Bonds Series 2011 ($8.0 million), states where the bids will be received, and
when, (offices of Fieldman, Rolapp & Associates in Irvine, CA, on May 10, 2011 at
10:00 a.m., or on each consecutive day until the Bonds are sold), and authorizes
publication of the proposed sale in the Arcadia Weekly and in the Bond Buyer, and sets
forth the bid and award procedure.
Attachment 3 — Resolution No. 6765 — This Resolution affirms that a vote of the
electorate was held, that over two- thirds (2/3) of the voters approved the issuance of
$8.0 million in GO Bonds.
Mayor & City Council
April 19, 2011
Page 4
The supplemental resolution, which is part of Resolution No. 6765, sets forth the
"governing terms" of the $8.0 million Series 2011 GO Bonds Issue. This document sets
forth in detail how the bonds will be denominated ($5,000), bid, sold, awarded,
executed, authenticated, registered, transferred, exchanged and redeemed. It
establishes the required accounting funds — Acquisition and Construction Fund, Rebate
Fund, Security /Debt Service Fund, and establishes the investment policy (pursuant to
federal and state law), and tax covenants.
Steps To Complete Bond Issue
After tonight's actions, there are a few very important steps remaining before the bonds
close and the City receives its proceeds. The Preliminary Official Statement will be
distributed and made available for downloading on Fieldman Rolapp & Associates' web
site. The date of sale is set for May 10, 2011 on a competitive bid basis with all
electronic bids to be submitted via Parity, the electronic bidding system. The bonds will
close on May 24, 2011 which is when the City will receive its proceeds.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
The issuance of the 2011 GO Bonds is not considered a project under CEQA Section
15378, and thus is not subject to CEQA pursuant to Section 15060 (c)(3).
FISCAL IMPACT
The City will receive approximately $7.85 million in proceeds (net cost of issuance) from
the 2011 General Obligation Bonds, Election of 2006 (Bond Measure A) Series 2011.
Appropriation from the City's Proposition A and Proposition C Funds totaling $4.65
million will be supplemented to provide available funds totaling $12.5 million. The bond
proceeds and funds from Propositions A & C will be used to finance the cost of
construction and acquisition of a grade separation at the intersection of Santa Anita
Avenue and the Metropolitan Transportation Authority Gold Line Foothill Extension right
of way.
RECOMMENDATION
It is recommended that the City Council adopt the following Resolutions to authorize the
issuance of up to $8 million dollars in City of Arcadia General Obligation Bonds to
finance a Grade Separation for Santa Anita Avenue and the proposed Metropolitan
Transit Authority Gold Line Foothill Extension:
a. Resolution No. 6764 declaring its intention to sell bonds of said City in the
amount of not to exceed Eight Million Dollars ($8,000,000), fixing the time and
place for taking bids and directing publication of notice inviting bids.
Mayor & City Council
April 19, 2011
Page 5
b. Resolution No. 6765 providing for the issuance of its General Obligation Bonds,
Election of 2006 (Bond Measure A), Series 2011 in the principal amount not to
exceed Eight Million Dollars ($8,000,000).
c. Resolution No. 6766 adopting and appropriating in the Fiscal Year 2010 -2011
$4,650,000 from Proposition A and C Funds for the construction of the Santa
Anita Grade Separation Bridge.
Approved
Donald Penman
City Manager
Attachment 1 - Preliminary Official Statement
Attachment 2 - Resolution No. 6764
Attachment 3 - Resolution No. 6765
Attachment 4 - Resolution No. 6766
PRELIMINARY OFFICIAL STATEMENT DATED , 2011
o
NEW ISSUE – BOOK -ENTRY ONLY RATINGS:
S &P: ""
(See "RATINGS" herein)
�–' In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel,
• under existing laws, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain
y L covenants and requirements described herein, interest (and original issue discount) on the Bonds is excluded from gross income
it 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 and corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on
• the Bonds is exempt from State of California personal income taxes. The difference between the issue price of a Bond (the first
2 ;' price at which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at
• . maturity with respect to the Bond constitutes original issue discount. The City has designated the Bonds as "Bank Qualified"
2 • >,
under the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See "LEGAL MATTERS" herein.
$8,000,000
CITY OF ARCADIA
g . General Obligation Bonds,
Election of 2006 (Bond Measure A),
Series 2011
R (Bank Qualified)
C �w
e �F
Dated: Date of Delivery Due: August 1 as shown below
5 The general obligation bonds captioned above (the "Bonds ") are being issued by the City of Arcadia (the "City ") under the
provisions of Chapter 4 (commencing with section 43600) of Division 4 of Title 4 of the California Government Code, pursuant
t to Resolution No. _ and Supplement to Resolution No. _, each adopted by the City Council of the City on April 20, 2011 (as
b supplemented, the "Resolution "). The City has appointed The Bank of New York Mellon Trust Company, N.A. (the "Paying
Agent ") to act as paying agent for the Bonds.
1;
8 The Bonds were authorized at an election of the registered voters of the City held on April 11, 2006, at which more than two-
thirds of the persons voting on the proposition voted to authorize the issuance and sale of not to exceed $8,000,000 principal
g amount of general obligation bonds to finance the costs of constructing, installing, acquiring and improving of a grade separation
' 8 at the intersection of Santa Anita Avenue and the proposed Foothill Extension of the Metropolitan Transit Authority Gold Line
E (the "Project "). See "PLAN OF FINANCE — Purpose of Issue" herein. The Bonds are the first and only series of bonds to be
r sold and issued under this authorization. See "THE BONDS— Authority for Issuance" herein.
▪ o The Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by
. Los Angeles County (the "County "). The City Council is empowered and is obligated to levy ad valorem taxes for the payment
of principal of and interest on the Bonds upon all property subject to taxation by the City, without limitation of rate or amount
(except certain personal property which is taxable at limited rates). See "SECURITY FOR THE BONDS" herein.
The Bonds will be issued in book -entry form only, and will be initially issued and registered in the name of Cede & Co. as
N nominee of The Depository Trust Company, New York, New York ( "DTC "). The Bonds are issuable as fully registered
C 1->7,7,
G securities in denominations of $5,000 or any integral multiple of $5,000. Purchasers of the Bonds (the "Beneficial Owners ") will
not receive physical certificates representing their interest in the Bonds. See "THE BONDS" herein and "APPENDIX F —DTC
8
78 ▪ a AND THE BOOK -ENTRY ONLY SYSTEM."
g Interest on the Bonds accrues from the date of delivery and is payable semiannually on February 1 and August 1 of each year,
b . commencing February 1, 2012. Payments of principal of and interest on the Bonds will be paid by the Paying Agent, to DTC for
.c subsequent disbursement to DTC Participants, which will remit such payments to the Beneficial Owners of the Bonds. See "THE
BONDS— Description of the Bonds" herein.
V The Bonds are subject to redemption prior to maturity. See "THE BONDS — Redemption" herein.
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V.
• " ATTACHMENT 1
MATURITY SCHEDULE
$8,000,000 Serial Bonds
CUSIP Prefix
Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP
(Aueust 11 Amount Rate Yield Suffix (August 11 Amount Rate Yield Suffix
$ - % Term Bonds maturing August 1, 20 Price: _ %— CUSIP:
This cover page contains information for general reference only. It is not a summary of this issue. Potential purchasers of the
Bonds are advised to read the entire Official Statement to obtain information essential to making an informed investment
decision.
The Bonds will be offered when, as and if issued and received by the Underwriter subject to the approval of legality by Stradling
Yocca Carlson & Rauth, a Professional corporation, Newport Beach, California, Bond Counsel. Certain disclosure matters will
be passed upon for the City by Best Best & Krieger LLP, Riverside, California, Disclosure Counsel. Certain matters will be
passed upon for the City by Best Best & Krieger LLP, the City Attorney. It is expected that the Bonds, in book -entry form, will
be available for delivery on or about May _, 2011.
Dated: , 2011
Preliminary, subject to change.
t Copyright 2011, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data
herein is provided by the CUSIP Service Bureau, operated by Standard & Poor's, a division of The McGraw -Hill Companies, Inc. This
data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers
have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of
the Bonds. The City is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their
correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance
of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the
procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of
certain maturities of the Bonds.
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds
referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official
Statement is not a contract between any bond owner and the City or the Underwriter. This Official Statement
and the information contained herein are subject to completion or amendment without notice.
No Offering Except by This Official Statement. No dealer, broker, salesperson or other person has been
authorized by the City or the Underwriter to give any information or to make any representations other than
those contained in this Official Statement and, if given or made, such other information or representation must
not be relied upon as having been authorized by the City or the Underwriter.
No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor may there be any sale of the Bonds by a person in any jurisdiction in which it
is unlawful for such person to make such an offer, solicitation or sale.
Estimates and Projections. When used in this Official Statement and in any continuing disclosure by
the City, in any press release and in any oral statement made with the approval of an authorized officer of the
City, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate,"
"project," "forecast," "expect," "intend" and similar expressions identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those contemplated in such forward -
looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop
the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are
likely to be differences between forecasts and actual results, and those differences may be material.
Information in Official Statement. The information set forth in this Official Statement has been
furnished by the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy
or completeness by the City.
The City maintains a website. Unless specifically indicated otherwise, the information presented on
such website is not incorporated by reference as part of this Official Statement and should not be relied upon in
making investment decisions with respect to the Bonds.
Document Summaries. All summaries of the Resolution or other documents referred to in this Official
Statement are made subject to the provisions of such documents and qualified in their entirety to reference to
such documents, and do not purport to be complete statements of any or all of such provisions.
No Securities Laws Registration. The Bonds have not been registered under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exceptions therein for the
issuance and sale of municipal securities. The Bonds have not been registered or qualified under the securities
laws of any state.
Effective Date. This Official Statement speaks only as of its date, and the information and expressions
of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this
Official Statement nor any sale of the Bonds will, under any circumstances, give rise to any implication that
there has been no change in the affairs of the City, or the other parties described in this Official Statement, or the
condition of the property within the City since the date of this Official Statement.
CITY OF ARCADIA
(Los Angeles County, California)
240 West Huntington Drive
Arcadia, California 91066
CITY COUNCIL MEMBERS
Peter Amundson, Mayor
Robert C. Harbicht, Mayor Pro Tem
Roger Chandler, Council Member
Mickey Segal, Council Member
Gary A. Kovacic, Council Member
CITY CLERK
Jim Barrows
CITY STAFF
Donald E. Penman, City Manager
Jason Kruckeberg, Assistant City Manager /Development Services Director
Hue Quach, Administrative Services Director
Shannon Huang, Financial Services Manager /City Treasurer
Philip Wray, Deputy Director of Development Services /City Engineer
Jerry Schwartz, Economic Development Manager
SPECIAL SERVICES
Bond Counsel
Stradling Yocca Carlson & Rauth
A Professional Law Corporation
Newport Beach, California
Disclosure Counsel
Best Best & Krieger LLP
Riverside, California
Financial Advisor
Fieldman, Rolapp & Associates
Irvine, California
Paying Agent and Dissemination Agent
The Bank of New York Mellon
Global Corporate Trust
Los Angeles, California
TABLE OF CONTENTS
Page
INTRODUCTION 1
PLAN OF FINANCE 2
Purpose of Issue 2
Sources and Uses of Funds 3
THE BONDS 3
Authority for Issuance 3
Description of the Bonds 3
Redemption 4
Notice of Redemption 5
Effect of Redemption 5
Registration, Transfer and Exchange of Bonds 6
Debt Service 6
Creation and Establishment of Funds 6
DEBT SERVICE SCHEDULE 7
SECURITY FOR THE BONDS 8
Ad Valorem Taxes 8
Limited Obligation 8
PROPERTY TAXATION 8
Property Tax Collection Procedures 8
Taxation of State - Assessed Utility Property 9
Assessed Valuation 9
Tax Rates 11
Tax Levies and Delinquencies on Outstanding City General Obligation Bonds 12
Major Taxpayers 12
Direct and Overlapping Debt 13
CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CITY REVENUES AND
APPROPRIATIONS 15
Article XIIIA of the State Constitution 15
Legislation Implementing Article XIIIA 15
Article XIIIB of the State Constitution 16
Articles XIIIC and XIIID of the State Constitution 16
Proposition 62 17
Proposition 1 A 17
Possible Future Initiatives 18
LEGAL MATTERS 18
Approval of Legal Proceedings 18
Absence of Material Litigation 18
Tax Matters 18
BANK QUALIFIED 19
CONTINUING DISCLOSURE 20
RATINGS 20
FINANCIAL ADVISOR 20
UNDERWRITING 20
EXECUTION 21
APPENDIX A — GENERAL DEMOGRAPHIC AND ECONOMIC INFORMATION REGARDING
THE CITY OF ARCADIA AND LOS ANGELES COUNTY A -1
APPENDIX B — CITY OF ARCADIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR
THE YEAR ENDED JUNE 30, 2010 B -1
APPENDIX C — PROPOSED FORM OF OPINION OF BOND COUNSEL C -1
APPENDIX D — FORM OF CONTINUING DISCLOSURE CERTIFICATE D -1
APPENDIX E — DTC AND THE BOOK -ENTRY ONLY SYSTEM E -1
CITY OF ARCADIA LOCATION MAP
CITY OF ARCADIA
General Obligation Bonds,
Election of 2006 (Bond Measure A),
Series 2011
(Bank Qualified)
The purpose of this Official Statement, which includes the cover page and attached appendices, is to set
forth certain information concerning the sale and delivery of the bonds captioned above (the "Bonds ") by the
City of Arcadia (the "City"). All capitalized terms used in this Official Statement, unless noted otherwise, have
the meanings set forth in the Resolution (as defined below).
INTRODUCTION
This Introduction is not a summary of this Official Statement. It is only a brief description of and guide
to, and is qualified by, more complete and detailed information contained in the entire Official Statement and
the documents summarized or described herein. A full review should be made of the entire Official Statement.
The offering of Bonds to potential investors is made only by means of the entire Official Statement.
The City. The City is located in Los Angeles County (the "County"), about 20 miles northeast of Los
Angeles. The City is a chartered city incorporated in 1903 with a Council- Manager form of government made
up of five City Council Members elected to four -year overlapping terms. The City encompasses an area of
approximately 11.2 square miles and with a population of 56,364 as of January 1, 2010. The City provides
police protection, fire protection, animal control, emergency medical aid, building safety regulation and
inspection, street lighting, water and sewer service, refuse collection, land use planning, and zoning,
maintenance and improvement of street and related structures, traffic safety maintenance and improvement and
recreational and cultural programs for citizen participation.
See APPENDIX A— GENERAL DEMOGRAPHIC AND ECONOMIC INFORMATION
REGARDING THE CITY OF ARCADIA AND LOS ANGELES COUNTY and APPENDIX B— CITY OF
ARCADIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2010,
for certain demographic, statistical and financial information regarding the City.
Authority for Issuance. The Bonds were authorized at an election of the registered voters of the City
held on April 11, 2006, at which more than two - thirds of the persons voting on the proposition voted to
authorize the issuance and sale of not to exceed $8,000,000 principal amount of general obligation bonds (the
"Authorization ").
The Bonds are being issued under the provisions of Chapter 4 (commencing with section 43600) of
Division 4 of Title 4 of the California Government Code and Resolution No. and Supplement to
Resolution No. _, each adopted by the City Council of the City (the "City Council ") on April 20, 2011 (as
supplemented, the "Bond Resolution "). The Bonds are the first and only series of bonds to be sold and issued
under this authorization. See "THE BONDS — Authority for Issuance." The City has appointed The Bank of
New York Mellon Trust Company, N.A. (the "Paying Agent ") to act as paying agent for the Bonds.
Purpose for Issuance. The Bonds were authorized at an election of the registered voters of the City held
on April 11, 2006, at which more than two - thirds of the persons voting on the proposition voted to authorize the
issuance and sale of not to exceed $8,000,000 principal amount of general obligation bonds to finance the costs
of constructing, installing, acquiring and improving of a grade separation at the intersection of Santa Anita
Avenue and the proposed Foothill Extension of the Metropolitan Transit Authority Gold Line (the "Project ").
See "PLAN OF FINANCE — Purpose of Issue."
Security and Sources of Payment for the Bonds. The Bonds are general obligations of the City payable
solely from ad valorem property taxes levied by the City and collected by the County. The City Council is
1
empowered and is obligated to annually levy ad valorem taxes for the payment of the Bonds and the interest
thereon upon all property within the City subject to taxation by the City, without limitation of rate or amount
(except with respect to certain personal property which is taxable at limited rates). See "SECURITY FOR THE
BONDS."
Payment and Registration of the Bonds. The Bonds will be dated their date of original issuance and
delivery (the "Dated Date ") and will be issued as fully registered bonds, without coupons, in the denominations
of $5,000 or any integral multiple of $5,000, registered in the name of Cede & Co. as nominee of The
Depository Trust Company, New York, New York ( "DTC "), and will be available under the book -entry system
maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described
below. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See "THE BONDS"
and APPENDIX E —DTC AND THE BOOK -ENTRY ONLY SYSTEM.
Interest on the Bonds accrues from the Dated Date and is payable semiannually on February 1 and
August 1 of each year, commencing February 1, 2012. See "THE BONDS— Description of the Bonds."
Early Redemption. The Bonds are subject to optional and mandatory sinking fund redemption prior to
their maturity as described in "THE BONDS— Redemption."
Other Information. This Official Statement speaks only as of its date, and the information contained
herein is subject to change. Copies of documents referred to in this Official Statement and information
concerning the Bonds are available from the City of Arcadia City Clerk, 240 West Huntington Drive, Arcadia,
California 91066, (626) 574 -5400. The City may impose a charge for copying, mailing and handling.
PLAN OF FINANCE
Purpose of Issue
The Project consists of the acquisition and construction of an overpass at the intersection of Santa Anita
Avenue and the Metropolitan Transportation Authority Gold Line Foothill Extension in the City. The Project is
part of a much larger construction project comprising the improvement and extension of a rail line knows as the
Metro Gold Line extending from the City of Los Angeles to the eastern boundary of Los Angeles County. On
February 14, 2011, the City entered into an agreement with the Metro Gold Line Foothill Extension
Construction Authority (the "Gold Line Authority") establishing the terms and conditions of acquiring and
constructing the Project. Under this agreement, the costs of the Project were determined to be $11,974,254.
The City intends to pay this amount with proceeds of the Bonds and approximately $4,600,000 from other City
sources. The City anticipates that the Project will be completed by June 2014.
2
Sources and Uses of Funds
The estimated sources and uses of funds with respect to the Bonds will be applied as follows:
Sources of Funds
Principal Amount of Bonds $
Plus: Original Issue Premium
Total Sources $
Uses of Funds
Deposit to Project Fund $
Deposit to Costs of Issuance Account (1)
Underwriter's Discount
Total Uses $
(1) Includes Bond Counsel and Disclosure Counsel fees, financial advisor fees, rating fees, printing expenses and other
costs of issuance with respect to the Bonds.
THE BONDS
Authority for Issuance
The Bonds are issued under the provisions of Chapter 4 (commencing with section 43600) of Division 4
of Title 4 of the California Government Code and the Resolution.
Pursuant to the provisions of the Law, as amended, and pursuant to Ordinance No. 2214 adopted by the
City Council of the City on January 3, 2006 (the "Ordinance "), a special election was held on April 11, 2006 in
the City at which there was submitted to the voters the following proposition:
"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 Dollars ($8,000,000) of bonds, at legal rates, with citizens'
oversight, independent financial audits, and no money for administrator's
salaries ?"
More than two - thirds of the votes cast at the election were in favor of the incurring of such
indebtedness, and all requirements of the constitution and laws of the State have been complied with in the
holding of the election. The City Council of the City is now authorized to provide for the form of bonds of the
City and for the issuance of any part thereof for the purpose provided for in the Ordinance and the Resolution.
The Bonds are payable as to principal and interest from taxes levied exclusively upon the taxable property
within the City as permitted by law. See "SECURITY FOR THE BONDS" herein.
Description of the Bonds
Book -Entry Form. The Bonds will be issued in book -entry form only, and will be initially issued and
registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York
( "DTC "). Purchasers of the Bonds (the `Beneficial Owners ") will not receive physical certificates representing
their interest in the Bonds. Payments of principal of and interest on the Bonds will be paid by the Paying Agent
to DTC for subsequent disbursement to DTC Participants which will remit such payments to the Beneficial
Owners of the Bonds.
3
As long as DTC's book -entry method is used for the Bonds, the Paying Agent will send any notice of
prepayment or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of
any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect
the validity or sufficiency of the proceedings relating to the prepayment of the Bonds called for prepayment or
of any other action premised on such notice.
The Paying Agent, the City, and the Underwriter of the Bonds have no responsibility or liability for any
aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining,
supervising or reviewing any records relating to beneficial ownership, of interests in the Bonds.
See APPENDIX E —DTC AND THE BOOK -ENTRY ONLY SYSTEM.
Payment of Principal and Interest. The Bonds will be dated their Date of Delivery, will bear interest
from their Date of Delivery, payable semiannually on February 1 and August 1 (each, and "Interest Payment
Date "), commencing February 1, 2012, and will mature on August 1 in each of the designated years and in the
principal amounts shown on the cover of this Official Statement. Interest will be calculated on the basis of a
360 -day year composed of twelve 30 -day months.
Each 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 Regular Record Date, in which event from the Date of Delivery, (ii) the date of authentication is after a
Regular 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.
The Bonds will be in fully registered form, without coupons, in the denominations of $5,000 or any
integral multiple thereof, provided that no Bond will have principal maturing on more than one principal
maturity date.
Each Bond will bear interest from the Interest Payment Date next preceding the date of registration and
authentication thereof unless (i) it is registered and authenticated prior to an Interest Payment Date, in which
event it will bear interest from such date, or (ii) it is registered and authenticated prior to a Interest Payment
Date and after the close of business on the fifteenth day of the month preceding such Interest Payment Date, in
which event it will bear interest from such Interest Payment Date, or (iii) it is registered and authenticated prior
to July 15, 2011, in which event it will bear interest from the date of original issuance and authentication of the
Bonds; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such
Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made
available for payment thereon.
Interest on the Bonds will be calculated on the basis of a 360 -day year comprised of twelve 30 -day
months.
Denominations and Maturity. The Bonds will be issued in the denomination of $5,000 each or any
integral multiple of $5,000. The Bonds mature August 1 in the years 2011 through 2021, in the amounts set forth
on the cover page of this Official Statement. See the maturity schedule on the cover page hereof and "DEBT
SERVICE SCHEDULE" below.
Redemption
Optional Redemption. Bonds maturing after August 1, 20 — , are subject, at the option of the City, to
redemption prior to their stated maturities in whole or in part on any date commencing August 1, 20_, selected
among maturities, if in parts as nearly as practicable on a pro -rata basis, and by lot within a maturity, at the
following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued
interest to the date fixed for redemption, without premium.
4
Mandatory Sinking Fund Redemption. The Bonds maturing on August 1, 20_, are subject to
mandatory sinking fund redemption, in part by lot, prior to their stated maturity, on each August 1 on and after
August 1, 20_, at a redemption price equal to 100% of the principal amount thereof called for redemption,
without premium, plus accrued interest thereon to the date of redemption in the aggregate respective principal
amounts set forth in the following table:
Redemption Date Principal Amount of
(August 1) 20 Bonds to be Redeemed
Notice of Redemption
The Paying Agent shall further provide written notice to Bond Owners of all Bonds to be redeemed 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 Bonds which are called for redemption are to be presented for redemption
shall be referred to as the "redemption date ". The notice of redemption shall (a) state the redemption date; (b)
state the redemption price; (c) state the dates of maturity of the Bonds and, if less than all of any such maturity is
called for redemption the distinctive numbers of the Bonds of such maturity to be redeemed, and in the case of
Bonds redeemed in part only, the respective portions of the principal amount thereof, to be redeemed; (d) state
the CUSIP number, if any, of each Bond to be redeemed; (e) give notice that further interest on such Bonds will
not accrue after the designated redemption date; and (f) any other descriptive information regarding the Bonds
needed to identify accurately the Bonds being redeemed. 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 such Bonds or the cessation of interest on the date fixed for
redemption.
With respect to the optional redemption of Bonds, 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 telecommunications, promptly confirmed in writing; and
thereupon such redemption and the notice thereof shall be deemed to be canceled and rescinded.
Effect of Redemption
When notice of redemption has been given, and when the amount necessary for the redemption of the
Bonds called for redemption (principal and premium, if any) is set aside for that purpose in the Debt Service
Fund, the Bonds designated for redemption shall become due and payable on the date fixed for redemption
thereof, and upon presentation and surrender of said Bonds at the place specified in the notice of redemption,
such Bonds shall be redeemed and paid at said redemption price out of said Debt Service Fund, and no interest
will accrue on such Bonds called for redemption after the redemption date specified in such notice and the
owners of the Bonds so called for redemption 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.
5
Registration, Transfer and Exchange of Bonds
Any 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 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 any Bond or Bonds shall be surrendered for transfer, the Paying Agent shall authenticate and
deliver a new Bond or Bonds of the same series and maturity, for the like aggregate principal amount of Bond or
Bonds surrendered.
Bonds may be exchanged at the principal corporate trust office of the Paying Agent in Los Angeles,
California, for a like aggregate principal amount of Bonds of other authorized denominations 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 any Bond (i) during the 15 days before
the selection of Bonds for redemption, or (ii) if such Bond has been called for redemption in whole or in part.
Debt Service
Pursuant to the Resolution, the City Treasurer will transfer available monies from the Debt Service Fund
(as defined herein) to the Paying Agent in amounts sufficient and at such time as are necessary to promptly pay
principal and interest on the Bonds as such shall become due.
Creation and Establishment of Funds
Acquisition and Construction Fund. The proceeds of the sale of the Bonds (except premium, if any,
which shall be deposited in the Debt Service Fund (as hereinafter defined) shall be forthwith placed in the
treasury of the City to the credit of the "City of Arcadia Bond (Bond Measure A) Acquisition and Construction
Fund," (the "Acquisition and Construction Fund ") and the moneys in said fund shall be applied exclusively to
the costs of the Project and the payment of the costs described herein.
Debt Service Fund. All moneys derived from such taxes and all other moneys allocated and designated
for payment of said Bonds and the interest thereon shall be placed in a fund of the City and designated "City of
Arcadia (Bond Measure A) Debt Service Fund" (the "Debt Service Fund "), (and accounts therein to the extent
created pursuant to the Resolution) shall be kept separate and apart from all other funds of the City (and is
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 or additional series of bonds issued
by the City pursuant to the authorization of Measure A 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.
Bond Fund. The City 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), 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 (Bond Measure A) Bond Fund" (the "Bond
Fund ") for such purpose and shall make payments to the Bond Owners of principal (including mandatory
sinking fund payments), interest and redemption premium, if any, on the Bonds as such shall become due;
6
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 and, in all such cases, ratably and without preference
among all maturities.
Rebate Fund. The City shall calculate rebatable arbitrage for the Bonds and shall pay required amounts
to the United States Government pursuant to the Internal Revenue Code of 1986, as amended (the "Code ").
Investment of Funds. Moneys in the Acquisition and Construction 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 Acquisition and Construction Fund. Earnings on
investments of monies in the Acquisition and Construction Fund shall be retained therein and applied in
accordance with authorized uses thereof and applicable law.
Moneys in the Debt Service Fund and in 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 becomes due.
The City Treasurer 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 of 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.
DEBT SERVICE SCHEDULE
The following table shows the debt service schedule with respect to the Bonds (assuming no optional
redemptions).
Year Total
Ending Principal Interest Bonds
August 1 Payment* Payment Debt Service
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
* Includes mandatory sinking fund payments.
7
SECURITY FOR THE BONDS
Ad Valorem Taxes
Bonds Payable from Ad Valorem Property Taxes. The Bonds are general obligations of the City,
payable solely from ad valorem property taxes levied by the City and collected by the County. The City is
empowered and is obligated to annually levy ad valorem taxes for the payment of the Bonds and the interest
thereon upon all property within the City subject to taxation by the City, without limitation of rate or amount
(except certain personal property which is taxable at limited rates).
Levy and Collection. The City will levy and the County of Los Angeles (the "County") will collect such
ad valorem taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service.
Such taxes, when collected, will be deposited into a debt service fund for the Bonds, which is maintained by the
City and which is irrevocably pledged for the payment of principal of and interest on the Bonds when due. If
and to the extent the amount of such ad valorem taxes collected is insufficient to pay debt service on the Bonds,
the City is obligated under the Paying Agent Agreement to use any other moneys lawfully available therefore to
pay debt service on the Bonds.
City property taxes are assessed and collected by the County in the same manner and at the same time,
and in the same installments as other ad valorem taxes on real property, and will have the same priority, become
delinquent at the same times and in the same proportionate amounts, and bear the same proportionate penalties
and interest after delinquency, as do the other ad valorem taxes on real property.
Annual Tax Rates. The amount of the annual ad valorem tax levied by the County to repay the Bonds
will be determined by the relationship between the assessed valuation of taxable property in the City and the
amount of debt service due on the Bonds. Fluctuations in the annual debt service on the Bonds and the assessed
value of taxable property in the City may cause the annual tax rate to fluctuate.
Economic and other factors beyond the City's control, such as economic recession, deflation of land
values, a relocation out of the City or financial difficulty or bankruptcy by one or more major property
taxpayers, or the complete or partial destruction of taxable property caused by, among other eventualities,
earthquake, flood or other natural disaster, could cause a reduction in the assessed value within the City and
necessitate a corresponding increase in the annual tax rate.
Limited Obligation
The Bonds are payable solely from the proceeds of an ad valorem tax levied by the City, and collected
by the County, for the payment of principal and interest on the Bonds. Although the County is obligated to levy
and collect the ad valorem tax for the payment of the Bonds, the Bonds are not a debt of the County.
PROPERTY TAXATION
Property Tax Collection Procedures
In California, property which is subject to ad valorem taxes is classified as "secured" or "unsecured."
The "secured roll" is that part of the assessment roll containing state assessed public utilities' property and
property, the taxes on which are a lien on real property sufficient, in the opinion of the county assessor, to secure
payment of the taxes. A tax levied on unsecured property does not become a lien against such unsecured
property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a
lien on secured property has priority over all other liens arising pursuant to State law on such secured property,
regardless of the time of the creation of the other liens. Secured and unsecured property are entered separately
on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is
substantially different for the two classifications of property.
8
Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each
fiscal year. If unpaid, such taxes become delinquent after December 10 and April 10, respectively, and a 10%
penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes
are delinquent is declared tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be
redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1 -1/2%
per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is
subject to sale by the County.
Property taxes are levied for each fiscal year on taxable real and personal property situated in the taxing
jurisdiction as of the preceding January 1. A bill enacted in 1983, SB813 (Statutes of 1983, Chapter 498),
however, provided for the supplemental assessment and taxation of property as of the occurrence of a change of
ownership or completion of new construction. Thus, this legislation eliminated delays in the realization of
increased property taxes from new assessments. As amended, SB813 provided increased revenue to taxing
jurisdictions to the extent that supplemental assessments of new construction or changes of ownership occur
subsequent to the January 1 lien date and result in increased assessed value.
Property taxes on the unsecured roll are due on the January 1 lien date and become delinquent, if unpaid
on the following August 31. A 10% penalty is also attached to delinquent taxes in respect of property on the
unsecured roll, and further, an additional penalty of 1 -1/2% per month accrues with respect to such taxes
beginning the first day of the third month following the delinquency date. The taxing authority has four ways of
collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the
office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the
taxpayer; (3) filing a certificate of delinquency for record in the county recorder's office, in order to obtain a lien
on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory
interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent
taxes in respect of property on the secured roll is the sale of the property securing the taxes for the amount of
taxes which are delinquent.
Taxation of State - Assessed Utility Property
The State Constitution provides that most classes of property owned or used by regulated utilities be
assessed by the State Board of Equalization ( "SBE ") and taxed locally. Property valued by the SBE as an
operating unit in a primary function of the utility taxpayer is known as "unitary property," a concept designed to
permit assessment of the utility as a going concern rather than assessment of each individual element of real and
personal property owned by the utility taxpayer. State - assessed unitary and "operating nonunitary" property
(which excludes nonunitary property of regulated railways) is allocated to the counties based on the situs of the
various components of the unitary property. Except for unitary property of regulated railways and certain other
excepted property, all unitary and operating nonunitary property is taxed at special county -wide rates and tax
proceeds are distributed to taxing jurisdictions according to statutory formulae generally based on the
distribution of taxes in the prior year.
Assessed Valuation
Assessed Valuation History. The table below shows a five -year history of the City's assessed valuation.
9
TABLE 1
CITY OF ARCADIA
Assessed Valuations of Taxable Property
Fiscal Years 2006 -07 to 2010 -11
Total Before
Fiscal Redevelopment
Year Local Secured Utility Unsecured Increment
2006 -07 $ 8,378,112,951 $76,133 $177,252,040 $ 8,555,441,124
2007 -08 8,928,185,181 0 176,741,897 9,104,927,078
2008 -09 9,476,065,354 0 194,154,570 9,670,219,924
2009 -10 9,692,304,609 0 194,734,357 9,887,038,966
2010 -11 10,109,348,638 0 212,196,911 $10,321,545,549
Source: California Municipal Statistics, Inc.
Assessed Valuation by Land Use. The following table shows the land use of parcels in the City,
according to assessed valuation. As shown, the majority of land in the City is used for residential purposes.
TABLE 2
CITY OF ARCADIA
Assessed Valuation and Parcels by Land Use
Fiscal Year 2010 -11
2010 -11
Assessed % of No. of % of
Valuation (1) Total Parcels Total
Non - Residential:
Agricultural/Rural $ 22,560 0.00% 1 0.01%
Commercial 1,208,651,400 11.96 614 3.70
Vacant Commercial 61,093,422 0.60 63 0.38
Industrial 178,296,972 1.76 178 1.07
Vacant Industrial 18,634,849 0.18 60 0.36
Recreational 193,533,608 1.91 10 0.06
Government/Social/Institutional 43,149,471 0.43 51 0.31
Miscellaneous 19,429,626 0.19 236 1.42
Subtotal Non - Residential $1,722,811,908 17.04% 1,213 7.31%
Residential:
Single Family Residence $6,475,296,296 64.05% 11,015 66.37%
Condominium/Townhouse 1,076,733,149 10.65 3,016 18.17
2 -4 Residential Units 401,300,779 3.97 818 4.93
5+ Residential Units /Apartments 380,149,816 3.76 311 1.87
Vacant Residential 53,056,690 0.52 223 1.34
Subtotal Residential $8,386,536,730 82.96% 15,383 92.69%
Total $10,109,348,638 100.00% 16,596 100.00%
(1) Local Secured Assessed Valuation; excluding tax - exempt property.
Source: California Municipal Statistics, Inc.
10
Assessed Valuation of Single Family Residential Parcels. The following table shows a break down of
the assessed valuations of Single Family Residential parcels in the City, according to assessed valuation.
TABLE 3
CITY OF ARCADIA
Per Parcel 2010 -11 Assessed Valuation
of Single Family Homes
No. of 2010 -11 Average Median
Parcels Assessed Valuation Assessed Valuation Assessed Valuation
Single Family Residential 11,015 $6,475,296,296 $587,862 $492,114
2010 -11 No. of % of Cumulative Total % of Cumulative
Assessed Valuation Parcels (1) Total % of Total Valuation Total % of Total
$0 - $99,999 941 8.543% 8.543% $ 74,089,939 1.144% 1.144%
$100,000 - $199,999 1,464 13.291 21.834 205,007,904 3.166 4.310
$200,000 - $299,999 843 7.653 29.487 210,508,520 3.251 7.561
$300,000 - $399,999 1,068 9.696 39.183 374,246,032 5.780 13.341
$400,000 - $499,999 1,266 11.493 50.676 568,859,427 8.785 22.126
$500,000 - $599,999 1,062 9.641 60.318 580,796,745 8.969 31.095
$600,000 - $699,999 934 8.479 68.797 607,639,529 9.384 40.479
$700,000 - $799,999 822 7.463 76.260 615,058,242 9.499 49.978
$800,000 - $899,999 629 5.710 81.970 532,760,337 8.228 58.205
$900,000 - $999,999 475 4.312 86.282 449,893,221 6.948 65.153
$1,000,000 - $1,099,999 299 2.714 88.997 313,568,689 4.843 69.996
$1,100,000 - $1,199,999 221 2.006 91.003 253,684,265 3.918 73.913
$1,200,000 - $1,299,999 194 1.761 92.764 241,991,183 3.737 77.651
$1,300,000 - $1,399,999 143 1.298 94.063 192,779,585 2.977 80.628
$1,400,000 - $1,499,999 122 1.108 95.170 176,347,279 2.723 83.351
$1,500,000 - $1,599,999 98 0.890 96.060 151,931,210 2.346 85.697
$1,600,000 - $1,699,999 69 0.626 96.686 113,562,925 1.754 87.451
$1,700,000 - $1,799,999 65 0.590 97.276 113,654,399 1.755 89.206
$1,800,000 - $1,899,999 49 0.445 97.721 90,807,529 1.402 90.609
$1,900,000 - $1,999,999 37 0.336 98.057 72,117,886 1.114 91.723
$2,000,000 and greater 214 1.943 100.000 535,991,450 8.277 100.000
Total 11,015 100.000% $6,475,296,296 100.000%
(1) Improved single family residential parcels. Excludes condominiums and parcels with multiple family units.
Source: California Municipal Statistics, Inc.
Tax Rates
The table below summarizes the total ad valorem tax rates levied by all taxing entities in Tax Rate Area
6 -001 for each $100 of assessed valuation during the fiscal years 2006 -07 through 2010 -11.
11
TABLE 4
CITY OF ARCADIA
Summary of Ad Valorem Tax Rates
$1 per $100 of Assessed Valuation
Fiscal Years 2006 -07 to 2010 -11
(Tax Rate Area 6 -001)
Ad Valorem Tax 2006 -07 2007 -08 2008 -09 2009 -10 2010 -11
General Tax Rate 1.000000 1.000000 1.000000 1.000000 1.000000
Los Angeles County .000663 - -- - -- - -- - --
City of Arcadia .005274 .005107 .005490 .005304 .005000
Arcadia Unified School District .026575 .080858 .079107 .075606 .074561
Pasadena Area Community College District .020801 .019720 .017417 .023002 .019864
Los Angeles County Flood Control District .000052 - -- - -- - -- - --
Metropolitan Water District .004700 .004500 .004300 .004300 .003700
Total Tax Rate 1.058065 1.110185 1.106314 1.108212 1.103125
Source: California Municipal Statistics, Inc.
Tax Levies and Delinquencies on Outstanding City General Obligation Bonds
The following table is a five year summary of property tax levies to pay debt service on outstanding
City general obligation debt, delinquency amounts and delinquency rates.
TABLE 5
CITY OF ARCADIA
Total Property Tax Levies, Collections and Delinquencies
to Pay City General Obligation Debt Service
(As of June 30)
2005 -06 through 2009 -10
Amount
Fiscal Secured Delinquent % Delinquent
Year Tax Charge (1) June 30 June 30
2005 -06 $579,370.99 $5,555.09 0.96%
2006 -07 438,113.06 6,361.76 1.45
2007 -08 452,315.71 7,346.44 1.62
2008 -09 515,148.21 11,816.86 2.29
2009 -10 510,011.85 5,730.52 1.12
(1) For outstanding General Obligation Bonds debt service levy only.
Source: California Municipal Statistics, Inc.
Major Taxpayers
The following table shows the largest taxpayers in the City as determined by their secured assessed
valuations in 2010 -11:
12
TABLE 6
CITY OF ARCADIA
Largest 2010 -11 Local Secured Taxpayers
2010 -11
Assessed % of
Property Owner Valuation Total (1)
1. Santa Anita Fashion Park, LLC $312,270,297 3.16%
2. Santa Anita Land Holdings 171,426,189 1.73
3. Vista Cove at Arcadia Inc. 33,054,461 0.33
4. Arcadia HUB Shopping Center LP 28,254,643 0.29
5. Arcadia Hotel Venture Limited Partnership 26,162,618 0.26
6. Apple Six Hospital, Inc. 21,505,177 0.22
7. Windrose Santa Anita Properties LLC 20,500,000 0.21
8. BRE ESA Properties LLC 19,111,768 0.19
9. Arcadia Gateway Centre Delaware Partnership 18,770,252 0.19
10. PECOS Properties LP 18,412,220 0.19
TOTAL $669,467,625 6.77%
(1) 2010 -11 Local Secured Assessed Valuation: $669,467,625.
(2) Taxable values only.
Source: City of Arcadia.
Direct and Overlapping Debt
Set forth below is a direct and overlapping debt report (the "Debt Report") prepared by California
Municipal Statistics, Inc. and effective as of April 1, 2011. The Debt Report is included for general information
purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no
representation in connection therewith.
The Debt Report generally includes long -term obligations sold in the public credit markets by public
agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long -term obligations
generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations
secured by land within the City. In many cases, long -term obligations issued by a public agency are payable
only from the general fund or other revenues of such public agency.
13
TABLE 7
CITY OF ARCADIA
STATEMENT OF DIRECT AND OVERLAPPING BONDED DEBT
(As of April 1, 2011)
2010 -11 Assessed Valuation: $10,321,545,549
Redevelopment Incremental Valuation: 449,870,865
Adjusted Assessed Valuation: $ 9,871,674,684
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 4/1/11
Los Angeles County Flood Control District 1.096% $ 589,593
Metropolitan Water District 0.553 1,259,015
Citrus Community College District 0.209 172,049
Pasadena Area Community College District 17.433 20,238,375
Rio Hondo Community College District 0.643 1,135,434
Arcadia Unified School District 96.251 164,545,292
Monrovia Unified School District 0.884 632,056
Pasadena Unified School District 0.022 63,707
Temple City Unified School District 8.441 1,575,492
El Monte Union High School District 2.341 3,021,295
El Monte School District 4.576 4,823,125
City of Arcadia 100. 6,725,000 (1)
Los Angeles County Regional Park and Open Space Assessment District 1.080 2,130,678
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $206,911,111
OVERLAPPING GENERAL FUND DEBT:
Los Angeles County General Fund Obligations 1.080% $16,272,768
Los Angeles County Pension Obligations 1.080 1,279,651
Los Angeles County Superintendent of Schools Certificates of Participation 1.080 131,813
Pasadena Area Community College District Certificates of Participation 17.433 313,794
Other School District General Fund Obligations Various 149,648
Los Angeles County Sanitation District No. 15 Authority 23.352 7,896,376
Los Angeles County Sanitation District No. 22 Authority 0.177 30,501
TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $26,074,551
Less: Los Angeles County General Fund Obligations supported by landfill revenues 203,453
TOTAL NET OVERLAPPING GENERAL FUND DEBT $25,871,098
GROSS COMBINED TOTAL DEBT $232,985,662 (2)
NET COMBINED TOTAL DEBT $232,782,209
(1) Excludes issue to be sold.
(2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax
allocation bonds and non - bonded capital lease obligations.
Ratios to 2010 -11 Assessed Valuation:
Direct Debt ($6,725,000) 0.07%
Total Direct and Overlapping Tax and Assessment Debt 2.00%
Ratios to Adjusted Assessed Valuation:
Gross Combined Total Debt 2.36%
Net Combined Total Debt 2.36%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/10: $0
Source: California Municipal Statistics, Inc.
14
CONSTITUTIONAL AND STATUTORY PROVISIONS
AFFECTING CITY REVENUES AND APPROPRIATIONS
Principal of and interest on the Bonds are payable from the proceeds of an ad valorem tax levied by the
City for the payment thereof. See "The Bonds — Security for the Bonds" above. Articles XIIIA, XIIIB, XIIIC
and XIIID of the State Constitution, Propositions 62, 111, and 218 and 1A, and certain other provisions of law
discussed below are included in this section to describe the potential effect of these Constitutional and statutory
measures on the ability of the City to levy taxes and spend tax proceeds for operating and other purposes, and it
should not be inferred from the inclusion of such materials that these laws impose any limitation on the ability
of the City to levy taxes for payment of the Bonds. The tax levied by the City for payment of the Bonds was
approved by the City's voters in compliance with Article XIIIA and all applicable laws.
Article XIIIA of the State Constitution
On June 6, 1978, California voters approved Proposition 13, which added Article XIIIA to the State
Constitution. Article XIIIA, as amended, limits the amount of any ad valorem tax on real property to one percent
of the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service (i) on
indebtedness approved by the voters prior to July 1, 1978, (ii) on bonded indebtedness approved by a two- thirds
vote on or after July 1, 1978, for the acquisition or improvement of real property or (iii) bonded indebtedness
incurred by a school district, community college district or county office of education for the construction,
reconstruction, rehabilitation or replacement of school facilities, including the furnishing and equipping of
school facilities or the acquisition or lease of real property for school facilities, approved by 55 percent of the
voters voting on the proposition. Article XIIIA defines full cash value to mean "the county assessor's valuation
of real property as shown on the 1975 -76 tax bill under "full cash value," or thereafter, the appraised value of
real property when purchased, newly constructed, or a change in ownership has occurred after the 1975
assessment." This full cash value may be increased at a rate not to exceed two percent per year to account for
inflation.
Article XIIIA has subsequently been amended to permit reduction of the "full cash value" base in the
event of declining property values caused by damage, destruction or other factors, to provide that there would be
no increase in the "full cash value" base in the event of reconstruction of property damaged or destroyed in a
disaster, and in other minor or technical ways.
Legislation Implementing Article XIIIA
Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA.
Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter -
approved indebtedness). The one percent property tax is automatically levied by the County and distributed
according to a formula among taxing agencies. The formula apportions the tax roughly in proportion to the
relative shares of taxes levied prior to 1989.
Increases of assessed valuation resulting from reappraisals of property due to new construction, change
in ownership or from the two percent annual adjustment are allocated among the various jurisdictions in the
"taxing area" based upon their respective "situs." Any such allocation made to a local agency continues as part
of its allocation in future years.
All taxable property is shown at full market value on the tax rolls. Consequently, the tax rate is
expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is
shown at 100 percent of market value (unless noted differently) and all tax rates reflect the $1 per $100 of
taxable value.
15
Article XIIIB of the State Constitution
In addition to the limits Article XIIIA imposes on property taxes that may be collected by local
governments, certain other revenues of the State and most local governments are subject to an annual
"appropriations limit" imposed by Article XIIIB which effectively limits the amount of such revenues those
entities are permitted to spend. Article XIIIB, approved by the voters in June 1979, was modified substantially
by Proposition 111 in 1990. The appropriations limit of each government entity applies to "proceeds of taxes,"
which consist of tax revenues, State subventions and certain other funds, including proceeds from regulatory
licenses, user charges or other fees to the extent that such proceeds exceed "the cost reasonably borne by such
entity in providing the regulation, product or service." "Proceeds of taxes" excludes tax refunds and some
benefit payments such as unemployment insurance. No limit is imposed on the appropriation of funds which are
not "proceeds of taxes," such as reasonable user charges or fees, and certain other non -tax funds. Article XIIIB
also does not limit appropriation of local revenues to pay debt service on Bonds existing or authorized by
January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of
courts or the federal government, appropriations for qualified capital outlay projects, and appropriation by the
State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1,
1990, levels. The appropriations limit may also be exceeded in case of emergency; however, the appropriations
limit for the next three years following such emergency appropriation must be reduced to the extent by which it
was exceeded, unless the emergency arises from civil disturbance or natural disaster declared by the Governor,
and the expenditure is approved by two- thirds of the legislative body of the local government.
The State and each local government entity has its own appropriations limit. Each year, the limit is
adjusted to allow for changes, if any, in the cost of living, the population of the jurisdiction, and any transfer to
or from another government entity of financial responsibility for providing services. Proposition 111 requires
that each agency's actual appropriations be tested against its limit every two years.
If the aggregate "proceeds of taxes" for the preceding two -year period exceeds the aggregate limit, the
excess must be returned to the agency's taxpayers through tax rate or fee reductions over the following two
years.
The City has never exceeded its appropriations limit.
Articles XIIIC and XIIID of the State Constitution
On November 5, 1996, the voters of the State approved Proposition 218, known as the "Right to Vote
on Taxes Act." Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a
number of interrelated provisions affecting the ability of the City to levy and collect both existing and future
taxes, assessments, fees and charges. The interpretation and application of Proposition 218 will ultimately be
determined by the courts with respect to a number of the matters discussed below, and it is not possible at this
time to predict with certainty the outcome of such determination.
Article XIIIC requires that all new local taxes be submitted to the electorate before they become
effective. Taxes for general governmental purposes of the City require a majority vote and taxes for specific
purposes, even if deposited in the City's General Fund, require a two- thirds vote. The voter approval
requirements of Proposition 218 reduce the flexibility of the City to raise revenues for the General Fund, and no
assurance can be given that the City will be able to impose, extend or increase such taxes in the future to meet
increased expenditure needs.
Article XIIID also adds several provisions making it generally more difficult for local agencies to levy
and maintain property- related fees, charges, and assessments for municipal services and programs. These
provisions include, among other things, (i) a prohibition against assessments which exceed the reasonable cost
of the proportional special benefit conferred on a parcel, (ii) a requirement that assessments must confer a
"special benefit," as defined in Article XIIID, over and above any general benefits conferred, (iii) a majority
protest procedure for assessments which involves the mailing of notice and a ballot to the record owner of each
16
affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial
obligation of the affected party, and (iv) a prohibition against fees and charges which are used for general
governmental services, including police, fire or library services, where the service is available to the public at
large in substantially the same manner as it is to property owners. If the City is unable to continue to collect
these revenues, the services and programs funded with these revenues would have to be curtailed and/or the
City's General Fund might have to be used to support them. The City is unable to predict whether or not in the
future it will be able to continue all existing services and programs funded by the fees, charges and assessments
in light of Proposition 218 or, if these services and programs are continued, which amounts (if any) would be
used from the City's General Fund to continue to support these activities.
Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local
taxes, assessments, fees or charges. No assurance can be given that the voters of the City will not, in the future,
approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges currently
comprising a substantial part of the City's General Fund.
Proposition 62
Proposition 62 was adopted by the voters at the November 4, 1986, general election and (a) requires that
any new or higher taxes for general governmental purposes imposed by local governmental entities such as the
City be approved by a two- thirds vote of the governmental entity's legislative body and by a majority vote of the
voters of the governmental entity voting in an election on the tax, (b) requires that any special tax (defined as
taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved
by a two- thirds vote of the voters of the governmental entity voting in an election on the tax, (c) restricts the use
of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (d)
prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted
by Article XIIIA, (e) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by
local governmental entities, and (f) requires that any tax imposed by a local governmental entity on or after
August 1, 1985, be ratified by a majority vote of the voters voting in an election on the tax within two years of
the adoption of the initiative or be terminated by November 15, 1988.
California appellate court cases have overturned the provisions of Proposition 62 pertaining to the
imposition of taxes for general government purposes. However, the California Supreme Court upheld
Proposition 62 in its decision on August 28, 1995, in Fresno County Transportation Authority v. Guardino. This
decision reaffirmed the constitutionality of Proposition 62. Certain matters regarding Proposition 62 were not
addressed in the Supreme Court's decision, such as what remedies exist for taxpayers subject to a tax not in
compliance with Proposition 62, and whether the decision applies to charter cities. The City has not experienced
any substantive adverse financial impact as a result of the passage of this initiative.
Proposition lA
Proposition 1A, proposed by the Legislature in connection with the State's Fiscal Year 2004 -05 Budget,
approved by the voters in November 2004 and generally effective in Fiscal Year 2006 -07, provides that the State
may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or
change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1 generally
prohibits the State from shifting to schools or community colleges any share of property tax revenues allocated
to local governments for any fiscal year, as set forth under the laws in effect as of November 3, 2004. Any
change in the allocation of property tax revenues among local governments within a county must be approved
by two- thirds of both houses of the Legislature. Proposition 1A provides, however, that beginning in fiscal year
2008 -09, the State may shift to schools and community colleges up to 8% of local government property tax
revenues, which amount must be repaid, with interest, within three years, if the Governor proclaims that the shift
is needed due to a severe state financial hardship, the shift is approved by two- thirds of both houses and certain
other conditions are met. The State may also approve voluntary exchanges of local sales tax and property tax
revenues among local governments within a county. Proposition 1A also provides that if the State reduces the
motor vehicle license fee rate currently in effect, 0.65 percent of vehicle value, the State must provide local
17
governments with equal replacement revenues. Further, Proposition 1A requires the State, beginning July 1,
2005, to suspend State mandates affecting cities, counties and special districts, excepting mandates relating to
employee rights, schools or community colleges, in any year that the State does not fully reimburse local
governments for their costs to comply with such mandates.
Proposition 1A may result in increased and more stable City revenues. The magnitude of such increase
and stability is unknown and would depend on future actions by the State. However, Proposition 1 could also
result in decreased resources being available for State programs. This reduction, in turn, could affect actions
taken by the State to resolve budget difficulties. Such actions could include increasing State taxes, decreasing
spending on other State programs or other action, some of which could be adverse to the City.
Possible Future Initiatives
Articles XIIIA, XIIIB, XIIIC and XIIID and Propositions 62, 111, 218 and 1A were each adopted as
measures that qualified for the ballot pursuant to the State's initiative process. From time to time other initiative
measures could be adopted, further affecting revenues of the City or the City's ability to expend revenues. The
nature and impact of these measures cannot be anticipated by the City.
LEGAL MATTERS
Approval of Legal Proceedings
The legality of the sale, execution and delivery of the Bonds is subject to the approval of Stradling
Yocca Carlson & Rauth, A Professional Law Corporation, Newport Beach, California, acting as Bond Counsel.
A proposed form of such legal opinion is attached hereto as Appendix C. Best Best & Krieger LLP, Riverside,
California, is acting as disclosure counsel to the City in connection with the issuance of the Bonds. Certain
matters will be passed upon for the City by Best Best & Krieger LLP, as City Attorney.
Payment of the fees and expenses of Stradling Yocca Carlson & Rauth and of Best Best & Krieger LLP
are contingent upon issuance of the Bonds.
Absence of Material Litigation
No litigation is pending or threatened concerning the validity of the Bonds, and a certificate to that
effect will be furnished to the purchasers at the time of the original delivery of the Bonds. The City is not aware
of any litigation pending or threatened questioning the political existence of the City or contesting the City's
ability to receive ad valorem taxes or to collect other revenues or contesting the City's ability to issue and repay
the Bonds.
Tax Matters
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, under
existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) on the Bonds 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 and corporations; however, Bond
Counsel notes that, with respect to corporations, interest (and original issue discount) on the Bonds may be
included as an adjustment in the calculation of alternative minimum taxable income which may affect such
corporation's alternative minimum tax liability. In the further opinion of Bond Counsel, interest (and original
issue discount) on the Bonds is exempt from California personal income tax.
In the opinion of Bond Counsel, the difference between the issue price of a Bond (the first price at
which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price
at maturity of such Bond constitutes original issue discount. Original issue discount accrues under a constant
yield method, and original issue discount will accrue to a Bond Owner before receipt of cash attributable to such
18
excludable income. The amount of original issue discount deemed received by a Bond Owner will increase the
Bond Owner's basis in the applicable Bond. The amount of original issue discount that accrues to the Owner of
the Bonds is excluded from the gross income of such Owner for federal income tax purposes and is not an item
of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations.
Bond Counsel opinions are based on an analysis of existing statutes, regulations, rulings and judicial
decisions. Such opinions may be affected by actions taken (or not taken) or events occurring (or not occurring)
after the date hereof. Bond Counsel has 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 as to the exclusion from gross income of
interest (and original issue discount) on the Bonds for federal income tax purposes with respect to any Bond if
any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson &
Rauth.
Additionally, Bond Counsel's opinions are based upon certain representations made by the City, and
others, and are subject to the condition that the City comply with certain covenants and the requirements of the
Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds to
assure that interest (and original issue discount) on the Bonds will remain excludable from gross income for
federal income tax purposes. Failure to comply with such requirements possibly could cause interest (and
original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive
to the date of issuance of the Bonds. The City has covenanted to comply with all such requirements.
The amount by which a Bond Owner's original basis for determining loss on sale or exchange of the
applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call
date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such
amortizable Bond premium reduces the Bond Owner's basis in the applicable Bond (and the amount of tax -
exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result
of amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by
the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the
Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and
collateral consequences of amortizable Bond premium.
Although Bond Counsel has rendered an opinion that interest (and original issue discount) on the Bonds
is excluded from gross income for federal income tax purposes, as provided above, the ownership of the Bonds
and the accrual or receipt of interest on the Bonds may otherwise affect the tax liability of certain persons. Bond
Counsel expresses no opinion regarding any such tax consequences. Accordingly, all potential purchasers of the
Bonds should consult their tax advisors before purchasing any of the Bonds with respect to collateral tax
consequences relating to the Bonds.
Should the interest (and original issue discount) on the Bonds become includable in gross income for
federal income tax purposes, the Bonds are not subject to early redemption as a result of such occurrence and
will remain outstanding until maturity or until otherwise redeemed in accordance with the Resolution.
A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix C.
BANK QUALIFIED
The Authority has designated the Bonds "qualified tax - exempt obligations" within the meaning of
Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section
265(b)(3) of the Code), a deduction is allowed for 80% of that portion of such financial institutions' interest
expense allocable to interest on the Bonds.
19
CONTINUING DISCLOSURE
The City will covenant for the benefit of owners of the Bonds to provide certain financial information
and operating data relating to the City by not later than nine months after the end of the City's fiscal year (which
date would be the March 31 following the current end of the City's fiscal year on June 30), commencing
March 31, 2012, with the report for the 2010 -11 fiscal year (the "Annual Report"), and to provide notices of the
occurrence of certain enumerated events, if material. The specific nature of the information to be contained in
the Annual Report or the notices of material events is summarized in APPENDIX D —FORM OF
CONTINUING DISCLOSURE CERTIFICATE, attached to this Official Statement. These covenants have been
made in order to assist the Underwriter (as defined below) in complying with Securities Exchange Commission
Rule 15c2- 12(b)(5) (the "Rule ").
The City has had no instance in the previous five years in which it failed to comply in all material
respects with any previous continuing disclosure obligation under the Rule.
RATINGS
Standard & Poor's Ratings Services, A Division of the McGraw -Hill Companies ( "Standard & Poor's "),
has assigned its municipal bond rating of " ", to the Bonds.
Such rating reflects only the views of Standard & Poor's and an explanation of the significance of such
rating may be obtained from Standard & Poor's. There is no assurance that such rating will continue for any
given period of time or that such rating will not be revised downward or withdrawn entirely by such
organization, if in its judgment circumstances so warrant. Any such downward revision or withdrawal of such
rating may have an adverse effect on the market price of the Bonds.
FINANCIAL ADVISOR
The City has retained Fieldman, Rolapp & Associates, of Irvine, California, as financial advisor (the
"Financial Advisor ") in connection with the issuance of the Bonds. The Financial Advisor is not obligated to
undertake, and has not undertaken to make, an independent verification or assume responsibility for the
accuracy, completeness, or fairness of the information contained in this Official Statement.
UNDERWRITING
Under the terms of a competitive bid held on , 2011, (the
"Underwriter ") has agreed to purchase the Bonds at a price of $ (which is equal to the
aggregate principal amount of the Bonds of $ , plus a net original issue premium of $
less an Underwriter's discount of $ ). The Underwriter will purchase all of the Bonds if any are
purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the
"Official Notice of Sale," including the approval of certain legal matters by counsel and certain other conditions.
The Underwriter intends to offer the Bonds to the public at the offering prices set forth on the cover
page of this Official Statement. The Underwriter may offer and sell to certain dealers and others at a price lower
than the offering prices stated on the cover page hereof. The offering price may be changed from time to time by
the Underwriter.
20
EXECUTION
The execution of this Official Statement and its delivery have been approved by the City Council.
CITY OF ARCADIA
By
City Manager
21
APPENDIX A
GENERAL DEMOGRAPHIC INFORMATION REGARDING
THE CITY OF ARCADIA AND LOS ANGELES COUNTY
Information contained in herein is presented as general background data. The Bonds are payable solely
from the ad valorem taxes of the City of Arcadia. The County of Los Angeles and the State of California have
no obligation to make any payments with respect to the Bonds.. See "SECURITY FOR THE BONDS" herein
for a description of the security for the Bonds.
General
The City is located approximately 20 miles northeast of Los Angeles and consists of approximately 11.2
square miles. Located in Los Angeles County, the City is a chartered city incorporated in 1903.
The City provides police protection, fire protection, emergency medical aid, building safety regulation
and inspection, street lighting, water and sewer service, refuse collection, land use planning, and zoning,
recreational and community services, maintenance and improvement of streets and related structures, traffic
safety maintenance and improvement and library and cultural programs for citizen participation.
City Council
The City is governed by a five- member City Council, all serving four -year terms. Each year the City
Council elects from its membership a Mayor to serve as its presiding officer for a one year term. The City
Council serves as the legislative and policy making body of the City. The City Council establishes policy;
adopts all Ordinances and Resolutions of the City; reviews and adopts the annual operating budget and five -
year capital improvement program; and maintains communications with citizens and other government agencies
to provide and obtain information necessary for the operation of the City.
Table A -1
CITY OF ARCADIA
City Council
Name Position Term Expires
Peter Amundson Mayor April 2014
Gary A. Kovacic Mayor Pro Tem April 2012
Roger Chandler Council Member April 2012
Robert C. Harbicht Council Member April 2014
Mickey Segal Council Member April 2014
Source: City of Arcadia.
City Manager and Administrative Personnel
The City Council employs a City Manager to carry out its policies, to serve as executive officer of the
City and to supervise the work of other City administrators. The names and backgrounds of the City Manager
and some senior administrative staff are set forth below.
Donald E. Penman, City Manager has been with the City of Arcadia since February 1998. Mr. Penman
has over 35 years of experience in local government, having served as City Manager of the City of Baldwin
Park, City Administrator of the City of San Fernando and Assistant City Manager for the City of Simi Valley, as
well as other administrative positions with the City of Simi Valley. Mr. Penman has a Bachelor of Arts degree
from California State University, Long Beach and a Masters Degree in Public Administration from the
University of Southern California.
A -1
Jason Kruckeberg, AICP, Assistant City Manager/Development Services Director has been with the
City since April 2006. Mr. Kruckeberg has over 15 years of experience in local government in Oregon and
California, having served as Planning Director for the City of Canby, Oregon, Senior Planner for the City of
Pasadena, California, and Community Development Administrator for Arcadia, prior to his current position.
Mr. Kruckeberg has a Bachelor of Arts Degree from the University of California at Santa Cruz and a Masters
Degree in Community and Regional Planning from the University of Oregon.
Hue Quach, Administrative Services Director has been with the City since July 2008. Mr. Quach has
over 18 years of experience in local government, having served as Director of Finance for the City of Norwalk
and Assistant Finance Director for the City of Bellflower. Mr. Quach has a Bachelor of Science Degree in
Finance and a Masters Degree in Public Administration, both from California State University, Los Angeles.
Employee Relations
The City currently employs 292 full -time and approximately 16 (excluding seasonal) part-time
employees. 250 of such employees are represented by four formal labor organizations as shown below. The
City has 58 executive and managerial employees who are not represented by any formal bargaining unit.
Table A -2
CITY OF ARCADIA
Employee Relations
Labor Organization Number of Employees Contract Expiration Date
Arcadia Police Officers Association 57 June 30, 2011
Arcadia Police Civilian Employee Association _ June 30, 2011
Arcadia Firefighter's Association 48 June 30, 2011
Arcadia Public Works Employees Association 45 June 30, 2011
Confidential /Supervisory/Professional 58 June 30, 2011
General Employees 100 June 30, 2011
Source: City of Arcadia.
Long -Term Debt
The following is a summary of long -term debt transactions of the governmental activities for the year
ended June 30, 2010:
Table A -3
CITY OF ARCADIA
Long -Term Debt Transactions
Classification
Balance Balance Due Within Due More
July 1, 2009 Additions Deletions June 30, 2010 One Year Than One Year
Bonds payable:
2001 A General Obligation Bonds $ 7,070,000 $ - $ (170,000) $ 6,900,000 $175,000 $6,725,000
2001 A Tax Allocation Bonds 8,290,000 - (495,000) 7,795,000 515,000 7,280,000
2001 B Tax Allocation Bonds 7,570,000 - (250,000) 7,320,000 265,000 7,055,000
Total bonds payable 22,930,000 - (915,000) 22,015,000 955,000 21,060,000
Claims and judgments payable 5,496,423 2,403,746 (1,599,830) 6,300,339 2,492,092 3,808,247
Compensated absences 2,168,705 1,558,471 (1,548,897) 2,178,279 1,548,897 629,382
Total $30,595,128 $3,962,217 $(4,063,727) $30,493,618 $4,995,989 $25,497,629
A -2
Typically, the General Fund has been used to liquidate the liability for compensated absences and
claims and judgments payable.
In June 2001, the City issued Series A General Obligation Bonds in the amount of $8,000,000. The
bonds were authorized at an election of the registered voters of the City. The purpose of the bonds was to
finance a portion of the cost of the construction of a police station in the Civic Center area of the City. The
amount of bonds outstanding at June 30, 2010 total $6,900,000.
No Default
The City has never defaulted in the payment of principal or interest on any of its loans, bonds, notes or
other debt obligations or on any of its lease obligations.
Pension Plan
The City contributes to the California Public Employees' Retirement System (PERS), an agent multiple -
employer public employee defined benefit pension plan. PERS provides retirement and disability benefits,
annual cost -of- living adjustments, and death benefits to plan members and beneficiaries. PERS acts as a
common investment and administrative agent for participating public entities within the State of California.
Benefit provisions and all other requirements are established by State statute and City ordinance. Copies of
PERS' annual financial report may be obtained from its executive office at 400 "P" Street, Sacramento,
California 95814.
Participants are required to contribute 8% for miscellaneous employees and 9% for safety employees of
their annual covered salary. The City is required to contribute at an actuarially determined rate; the current rate
is 14.44% for miscellaneous employees, and 27.65% for safety employees, of annual covered payroll. The
contribution requirements of plan members and the City are established and may be amended by PERS.
For the current fiscal year, the City's annual pension cost of $7,182,692 for PERS was equal to the
City's required and actual contributions. The required contribution was determined as part of the June 30, 2007,
actuarial valuation using the entry age normal actuarial cost method. The actuarial assumptions included (a)
7.75% investment rate of return (net of administrative expenses), (b) projected salary increases ranging from
3.25% to 14.45% for miscellaneous employees and from 3.25% to 13.15% for safety employees depending on
age, service, and type of employment, and (c) 2% per year cost of- living adjustments. Both (a) and (b) included
an inflation component of 3.00 %. The actuarial value of PERS assets was determined using techniques that
smooth the effects of short-term volatility in the market value of investments over a three -year period. PERS'
unfunded actuarial accrued liability (or surplus) is being amortized as a level percentage of projected payroll on
a closed basis. The average remaining amortization period at June 30, 2007, was 23 years for miscellaneous and
30 years for safety employees for prior and current service unfunded liability.
Funding Status as of the Most Recent Actuarial Date
The City contributes to the California Public Employees' Retirement System (Ca1PERS), as an agent
multiple — employer public employee defined benefit pension plan. The amounts reflected herein represent the
City's portion as reported by Ca1PERS. The following is the most recent information available.
A -3
Safety Plan
(A) (B) (C) (D) (E) (F)
Unfunded
Actuarial
Unfunded Liability as
Entry Age Actuarial Percentage of
Actuarial Actuarial Actuarial Accrued Funded Covered
Valuation Asset Accrued Liability Ratio Covered Payroll
Date Value Liability (B -A) (A/B) Payroll (C /E)
6/30/2009 $122,382,670 $157,621,927 $35,239,257 77.6% $12,133,846 290.4%
Miscellaneous Plan
(A) (B) (C) (D) (E) (F)
Unfunded
Actuarial
Unfunded Liability as
Entry Age Actuarial Percentage of
Actuarial Actuarial Actuarial Accrued Funded Covered
Valuation Asset Accrued Liability Ratio Covered Payroll
Date Value Liability (B -A) (A/B) Payroll (C /E)
6/30/2009 $81,708,040 $99,025,559 $17,317,519 82.5% $12,096,911 143.2%
Postemployment Health Care Benefits
The City provides certain health insurance benefits, in accordance with the fringe benefits resolution, to
retired employees. An eligible retiree is a Management or City employee who retires on a service retirement and
has 125 days of accumulated sick leave at the date of retirement. Such payment shall cease by the employee's
sixty-fifth (65) birthday. If the retired employee has other group medical coverage available to them, then this
other group insurance shall be primary and the City's health insurance plan shall function as a secondary
coinsurance. An employee who has fewer than 125 days of accumulated sick leave at the date of retirement may
become eligible for coverage by paying the City an amount equal to the employee's daily pay rate at the time of
retirement times the number of days needed to meet the 125 days of accumulated sick leave requirement with
the following restrictions. The requirement varies slightly among different employee groups.
1. The employee must have reached age 55;
2. The employee must have worked full -time continuously for the City for a minimum of 15 years;
and
3. The employee would be limited to purchasing a maximum of 60 days (480 hours) of sick leave.
The City also provides a $10,000 group term life insurance plan to management employees who retire
after July 1, 1979, but who were hired into a management classification prior to September 21, 1982, in
accordance with the controlling provisions of the plan. The City recognizes the cost of providing these benefits
by recording the insurance premiums when expenditures occur. The plans are advance funded. There are 13
active plan participants. Contributions of $0 were paid for fiscal year ended June 30, 2009. The plan does not
apply to employees hired after 1982.
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The required contribution of the City is based on a pay -as- you -go financing requirement. For fiscal year
2010, the City contributed $417,836 to the plan. The City anticipates that its contribution for fiscal year 2011
will be$
The City's annual Other Postemployment Benefit (OPEB) cost (expense) is calculated base on the
Annual Required Contribution of the Employer (ARC), an amount actuarially determined in accordance with the
parameters of GASB Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is
projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excesses)
over a period not to exceed thirty years.
As of June 30, 2010, the most recent actuarial valuation date, the plan was zero percent funded. The
Actuarial Accrued Liability for benefits was $9,217,688, and the actuarial value of assets was $0, resulting in an
UAAL of $9,217,688. The covered payroll (annual payroll of active employees covered by the plan) was
$24,371,421 and the ratio of UAAL to the covered payroll was 37.82 %.
Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and
assumptions about the probability of occurrence of events far into the future. Examples include assumptions
about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded
status of the plan and the annual required contributions of the employer are subject to continual revision as
actual results are compared with past expectations and new estimates are made about the future. The table below
shows a one -year analysis of the actuarial value of assets as a percentage of the actuarial accrual liability and the
unfunded actuarial accrued liability as a percentage of the annual covered payroll as of June 30, 2009. This is
the first year of the post employment obligation information being presented and so prior year's information is
not available.
Unfunded
Actuarial
Entry Age Unfunded Liability as
Actuarial Actuarial Actuarial Actuarial Percentage of
Valuation Asset Accrued Accrued Funded Covered Covered
Date Value Liability Liability Ratio Payroll Payroll
6/30/2009 $- $9,217,688 $9,217,688 0.00% $24,371,421 37.82%
Insurance
The City retains a level of risk for both general liability and worker's compensation.
The City is self - insured for the first $500,000 on each general liability claim against the City. The
insurance coverage in excess of the self - insured amount is provided by California Insurance Pool Authority
(CIPA), a public entity risk pool currently operating as a common risk management and insurance program for
12 California cities. Effective July 1, 2006, the City became a member of the CIPA. The City pays an annual
premium to the pool for its excess general liability insurance coverage. The agreement for formation of the
CIPA provides that the pool will be self- sustaining through member premiums. The City continues to use
commercial companies for all other risks of loss, including property insurance, auto physical damage insurance
and special events insurance.
As a member of CIPA, any losses in excess of the City's self - insured amount up to $2,000,000 are
shared by all participating members. Costs of covered claims above $2,000,000 to $40,000,000 per occurrence
are currently paid by reinsurance acquired by CIPA.
The City has had a self - insured workers' compensation program for a number of years. For the 2009-
2010 fiscal year, the self - insured retention was $750,000. Beginning July 1, 2006, the insurance in excess of the
self - insured amount is provided by California Insurance Pool Authority (CIPA). As a member of CIPA, all
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participating members share any losses in excess of the City's self - insured amount up to $3,000,000. Costs
covered claims above $3,000,000 to 25,000,000 per occurrence are currently paid by reinsurance acquired by
CIPA.
The City Investment Fund
Pursuant to the City's Investment Policy (the "Investment Policy "), the City's Treasurer is responsible
for investing the cash balances in all City Funds in accordance with the California Government Code, Sections
53600 et seq. and 53635 et seq. The Investment Policy does not include long term debt reserve funds and
deferred compensation funds, which are exceptions covered by other more specific Government Code sections
and the legal documents unique to each debt transaction. The Investment Policy provides that investment
practices shall conform to California's prudent man rule which states, in essence, that "in investing ... property
for the benefit of another, a trustee shall exercise the judgment and care, under the circumstances then
prevailing, which men of prudence, discretion and intelligence exercise in the management of their own
affairs . . ."
Under the Investment Policy, the City Treasurer and other individuals assigned to manage the
investment portfolio, acting within the intent and scope of the investment policy and other written procedures,
and exercising due diligence, shall be relieved of personal responsibility and liability for an individual
investment's credit risk or market price changes, provided material deviations from expectations are reported in
a timely manner and appropriate action is taken to control any adverse developments.
The three principal factors of safety, liquidity and yield are to be taken into consideration, in that order,
when making investment decisions.
As of April 1, 2011, the City's investments were as follows:
Community Service Facilities
The City has a 30,000 square foot Community Center and patio area in active use by the entire
community. The City has a five person staff specifically dedicated to the seniors in Arcadia in addition to the
five full -time and numerous part-time Recreation and Community Services staff who operate numerous family,
senior, youth group athletic programs and operate the City's twenty parks. Located in the Civic Center complex
are the City Hall, which houses the City administrative, financial, legal and community development offices, the
nearby Police Station, City Council Chambers, and Civic Center soccer field. The 36,000 square foot City
Library houses over 130,000 books, as well as videos, books on tape and a children's section. The Library has a
large community room for functions. There is an active Community Coordinating Council composed of all the
civic, social, philanthropic, service, school, religious, welfare and community organizations. These activities are
held in many of the same facilities as named above, as well as at the Women's Club, Assistance League
building, Masonic Temple, and the Los Angeles County Arcadia Regional Park buildings. There are
approximately 27 churches in Arcadia whose halls and assembly rooms are often used for community events. In
addition to the regional Westfield Santa Anita Mall, the City has three other major community facilities. The
privately owned world famous Santa Anita Race Track sponsors numerous civic and community events in its
clubhouse and grandstand areas and in the adjacent parking lot. The Los Angeles County Arboretum also has
numerous flower and horticulture events, as well as cultural and historical presentations on its grounds. The Los
Angeles County Park has community events in its open areas, playfields, buildings and event areas.
Healthcare
The 450 -bed and 640 medical staffed Arcadia Methodist Hospital is located immediately west of the
City Hall on City-owned property, which is leased to them for $1 per year. The Hospital provides
comprehensive acute care such as medical, surgical, prenatal, pediatrics, oncology, intensive, neonatal and adult
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care, and serves as the "anchor" for numerous physicians, surgeons, clinics, and healthcare service providers
operating, in the Arcadia area. Methodist Hospital is currently under construction on an additional tower,
comprised of 5 stories and over 150,000 square feet of office /patient space.
Education
The schools within the City are governed by Arcadia Unified School District. There are eleven (11)
schools - 6 elementary, 3 middle, 1 high and 1 alternative learning center
The City is in the Pasadena City College District, but students also attend Citrus, Mount San Antonio
and Rio Hondo Community Colleges.
In the vicinity of Arcadia there are several nationally recognized universities - California Institute of
Technology, Pasadena; the Claremont Colleges, Claremont; the University of California at Los Angeles; the
University of Southern California, Los Angeles. Located within reasonable driving distance of the City are also
California Polytechnic, Pomona; University of La Verne; and Occidental College.
Utilities
The City is served by:
Water - City of Arcadia Public Works Services Depaitinent
Sanitary Sewer - Los Angeles County Sanitation District
Storm/Flood Drainage - Los Angeles Public Works Department
Electric - Southern California Edison
Gas - Southern California Gas Company
Phone – SBC and Verizon
Cable – Time Warner Cable
Transportation
Auto/Truck. The City is bisected east; west by the Interstate 210 (Foothill) Freeway which links autos
and trucks to the Interstate 605 (San Gabriel) Freeway and then to the Interstate 10 (San Bernardino), California
71 (Chino Valley), and California 60 (Pomona) Freeways. To the west Interstate 210 links to the Interstate 5
(Golden State), US 101 (Hollywood), the California 134 (Ventura), and Interstate 405 (San Diego) Freeways.
The City has three major north/south arterials — Santa Anita Avenue, Baldwin Avenue, and in the
extreme southeast part of the City, Peck Road/Myrtle Avenue. A short distance to the west is Rosemead
Boulevard, a major State Highway (Route 19). The City has five major east/west arterials - Foothill Boulevard,
Colorado Boulevard, Huntington Drive, Duarte Road, and Live Oak Avenue (Arrow Highway) /Las Tunas
Drive.
Rail. The Gold Line Construction Authority is scheduled to construct the Gold Line from Pasadena's
Sierra Madre Boulevard, immediately west of Arcadia to Azusa. The Authority is currently under construction
on the extension, which will include a station in Arcadia at the Northwest corner of 1st Avenue and Santa Clara.
The City is actively planning for land use improvements around the station.
Two Miles south of the southern border of the City on Santa Anita Avenue in El Monte, is the MTA
Metrolink Rail Station, the commuter train linking downtown Los Angeles to the suburbs and ultimately to
Amtrak and the rest of the country.
Bus. The City is served by two major bus carriers — Foothill Transit and the MTA. Passengers can
travel throughout the County on these carriers. The City has its own demand bus /van system, Arcadia Transit,
which is one the most successful of its kind in the County.
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Air. The City is served by three international airports — Los Angeles International, 25 miles to the
southwest; Ontario International, 25 miles to the east; and Orange County, 40 miles to the southeast. Two
regional airports also service Arcadia — Burbank/Pasadena/Glendale 20 miles to the west, and Long Beach, 30
miles to the south. The El Monte Airport, 5 miles from downtown Arcadia south on Santa Anita Avenue, is a
local airport for small planes and helicopters.
Shipping. Sea — The Ports of Los Angeles and Long Beach, collectively the third largest port in the
world, and the largest in the United States, are 35 miles to the south.
Shipping. Trucking — The industrial areas to the south and east of the City are major distribution and
warehousing centers, including the cities of El Monte, Industry, Irwindale, Ontario, Fontana, Rancho
Cucamonga.
Climate and Topography
The City enjoys a Mediterranean climate with temperatures ranging from an average low of 42 degrees
Fahrenheit in the winter to an average high of 92 degrees Fahrenheit in the summer. The City receives an
average of 16 inches of rain annually.
The City slopes gradually upwards to the San Gabriel Mountains to the north with the extreme north end
of the City and Wilderness Park area being semi - mountainous.
There are two major flood channels bisecting the City in a north/south direction, the Arcadia Wash
which runs through the Race Track, then through the center of the City into Temple City, and the Santa Anita
Wash which drains the mountains to the north (Santa Anita Dam area) and runs through the downtown and
along the eastern edge of the City into El Monte. Both drain into the Whittier Narrows area and then into the San
Gabriel River.
Earthquake Fault Zones
The City is approximately 35 miles from the San Andreas Fault which runs southeast to northwest from
the Palm Springs area, San Bernardino, and through Palmdale, directly north of Arcadia.
The Sierra Madre Fault runs in an east/west direction across the northern semi - mountainous section of
the City.
The Raymond Hill Fault runs in a generally east/west direction from Monrovia through Foothill Middle
School, the Santa Anita Race Track, and the Arboretum.
Flood Areas
The City has four inundation areas.
Santa Anita Dam — This area includes the entire east part of the City east of the Arcadia Wash and into
Monrovia.
Sierra Madre Dam — This area includes the northern extreme of the City to the 210 Wash and overlaps
the Santa Anita Dam area.
Sawpit Dam — This area includes the extreme eastern edge of the City east of the Arcadia Wash south
of Duarte Road and running south of Live Oak Avenue.
Morris S. Jones Reservoir — This area includes the northwest area of the City extending from the 210
Freeway to the Santa Anita Race Track.
A -8
Fire Hazard Area
The northern extension of the City is semi - mountainous terrain. There is an extreme fire hazard zone
north and east (Monrovia) of the City, a narrow high fire hazard zone along the northern edge of the City
extension, and a low fire hazard zone south of the mountains and extending almost to Foothill Boulevard.
No Default
The City has never defaulted in the payment of principal or interest on any of its loans, bonds, notes or
other debt obligations or on any of its lease obligations.
Population
The population of the City as of January 1, 2010, was 56,364 according to the State Department of
Finance. A historical summary of the City's population is shown below.
Table A -4
CITY OF ARCADIA
Population
Year Population
2000 53,054
2001 53,804
2002 54,849
2003 55,420
2004 55,694
2005 55,923
2006 55,932
2007 56,015
2008 56,079
2009 56,337
2010 56,364
Note: Population data is dated as of January 1 for each respective year except for 2000 which is dated as of April 1.
Source: California Department of Finance, Demographic Research Unit.
Commerce
The number of establishments selling merchandise subject to sales tax and the valuation of taxable
transactions is presented in the following table.
Table A -5
CITY OF ARCADIA
Taxable Sale
Taxable Transactions
(in thousands of dollars)
2005 2006 2007 2008 2009
Retail stores $ 700,257 $ 717,906 $ 736,693 $ 712,158 $ 665,894
All other outlets 826,456 844,541 856,724 823,933 752,635
Total $1,526,713 $1,562,447 $1,593,417 $1,536,091 $1,418,529
Source: California State Board of Equalization.
A -9
Employment and Industry
The City is a part of the Los Angeles County Primary Statistical labor market area. The distribution of
employment is this area is as follows:
Table A -6
LOS ANGELES COUNTY MSA
Labor Force and Industry Employment
(Data Not Adjusted for Seasonality)
Annual Averages 2005 -2009
2005 2006 2007 2008 2009
Civilian Labor Force 4,771,400 4,797,400 4,863,800 4,924,500 4,896,100
Civilian Employment 4,516,000 4,568,200 4,617,100 4,557,300 4,328,600
Civilian Unemployment 255,400 229,300 246,700 367,200 567,500
Civilian Unemployment Rate 5.4% 4.8% 5.1% 7.5% 11.6%
Agriculture 7,400 7,600 7,500 6,900 6,200
Mining and Logging 3,700 4,000 4,400 4,400 4,100
Construction 148,700 157,500 157,600 145,200 116,500
Manufacturing 471,700 461,700 449,200 434,500 389,200
Transportation, Warehousing &
Utilities 161,700 165,200 165,600 163,100 151,700
Wholesale Trade 219,300 225,700 227,000 223,700 204,100
Retail Trade 414,400 423,300 426,000 416,500 386,600
Finance & Insurance 166,200 169,000 165,800 156,300 145,900
Real Estate 53,600 55,500 55,300 54,300 52,600
Services 1,827,200 1,883,300 1,913,600 1,890,100 1,789,200
Government 583,700 589,400 595,700 603,700 599,500
Total, All Industry 4,057,600 4,142,200 4,167,700 4,098,700 3,845,600
Note: Employment is reported by place of work: it does not include persons involved in labor - management disputes.
Figures are rounded to the nearest hundred. Columns may not add to totals due to rounding.
Source: California Employment Development Department.
Employment
The ten largest private employers in the City as of June 30, 2010 are shown in the following table.
A -10
Table A -7
CITY OF ARCADIA
Major Private Employers
Percentage
of Total City
Employer Employees Rank Employment
Vons Companies Inc. 634 1 4.28%
Worley Parsons Group, Inc. 360 2 2.43%
JC Penney Corp. Inc. 322 3 2.18%
Macy's West 312 4 2.11%
Emergency Groups Office 300 5 2.03%
Nordstrom Inc. 274 6 1.85%
M W H Americas, Inc. 184 7 1.24%
The Cheesecake Factory 168 8 1.14%
Pavilions 161 9 1.09%
Healthcare Partners Medical 161 10 1.09%
Total 2,876 19.43%
Source: City of Arcadia Annual Comprehensive Financial Report for Fiscal Year 2008 - 09.
The following is a table of the twenty -five largest employers in the County of Los Angeles.
Table A -8
COUNTY OF LOS ANGELES
Major Employers
Employer Description
American Honda Motor Co. Inc. Automobile & Truck Brokers (Whls)
California Institute of Tech Schools- Universities & Colleges Academic
California State - Northridge Crisis Intervention Service
Cedars Sinai Medical Ctr Physicians & Surgeons
Century Plaza Towers Office Building & Parks
Contractor State License Ctr Schools - Business & Vocational
Fire Command Control Fire Departments
Gold Coast Tire Co. Inc. Batteries- Storage - Retail
Kaiser Foundation Hospital Hospitals
Kaiser Permanente Physicians & Surgeons
LAC & USC Medical Ctr Hospitals
Long Beach City Hall City Government - Executive Offices
Long Beach Financial Mgmt City Government - Finance & Taxation
Long Beach Memorial Medical Hospitals
Los Angeles County Sheriff Sheriff
Los Angeles Police Dept. Police Departments
Nestle USA Food Products & Manufacturers
Raytheon Space & Airborne Syst Business Services NEC
Santa Monica College Schools- Universities & Colleges Academic
Six Flags Magic Mountain Inc. Amusement & Theme Parks
Sony Pictures Entertainment Motion Picture Film - Distrs &Exchs
Synxis Hotels & Motels
UCLA Schools - Universities &.Colleges Academic
UCLA Health System Schools- Universities & Colleges Academic
Walt Disney Co Motion Picture Producers & Studios
Source: California Employment Development Department
A -11
The following table summarizes the labor force, employment and unemployment figures over the past
five years for the City of Arcadia, the County of Los Angeles, the State of California, and the nation as a whole.
Table A -9
CITY OF ARCADIA
County of Los Angeles, State of California, and United States
Average Annual
Civilian Labor Force, Employment and Unemployment
Unemployment
Year and Area Labor Force Employment (1) Unemployment (2) Rate (3)
2005
Arcadia 27,700 26,900 800 3.0%
Los Angeles County 4,771,400 4,516,000 255,400 5.4%
California 17,544,800 16,592,200 952,600 5.4%
United States 149,320,000 141,730,000 7,591,000 5.1%
2006
Arcadia 28,000 27,200 700 2.6%
Los Angeles County 4,797,400 4,568,200 229,300 4.8%
California 17,718,500 16,851,600 866,900 4.9%
United States 151,428,000 144,427,000 7,001,000 4.6%
2007
Arcadia 28,300 27,500 800 2.8%
Los Angeles County 4,863,800 4,617,100 246,700 5.1%
California 17,970,800 17,011,000 959,800 5.3%
United States 153,124,0000 146,047,000 7,078,000 4.6%
2008
Arcadia 28,300 27,200 1,200 4.2%
Los Angeles County 4,924,500 4,557,300 367,200 7.5%
California 18,251,600 16,938,300 1,313,200 7.2%
United States 154,287,000 145,362,000 8,924,000 5.8%
2009
Arcadia 27,600 25,800 1,800 6.7%
Los Angeles County 4,896,100 4,328,600 567,500 11.6%
California 18,250,200 16,163,900 2,086,200 11.4%
United States 154,142,000 139,877,000 14,265,000 9.3%
(1) Includes persons involved in labor - management trade disputes.
(2) Includes all persons without jobs who are actively seeking work.
(3) The unemployment rate is computed from unrounded data: therefore, it may differ from rates computed from rounded
figures in this table.
Source: California Employment Development Department, based on March 2000 benchmark and U.S. Department of
Labor, Bureau of Labor Statistics.
Effective Buying Income
"Effective Buying Income" is defined as personal income less personal tax and nontax payments, a
number often referred to as "disposable" or "after -tax" income. Personal income is the aggregate of wages and
salaries, other than labor- related income (such as employer contributions to private pension funds), proprietor's
A -12
income, rental income (which includes imputed rental income of owner- occupants of non -farm dwellings),
dividends paid by corporations, interest income from all sources and transfer payments (such as pensions and
welfare assistance). Deducted from this total are personal taxes (federal, state and local, nontax payments, fines,
fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions,
the resultant figure is commonly known as "disposable personal income."
The following table summarizes the Effective Buying Income for the City of Arcadia, the County of Los
Angles and the State of California for the period 2008 through 2009.
Table A -10
CITY OF ARCADIA
County of Los Angeles and State of California
Effective Buying Income (1)
Median
Total Effective Household Percent of
Buying Effective Households
Income (2) Buvina Income over $50.000
2008
Arcadia $ 1,605,060,000 $55,362 54.9%
Los Angeles County 202,646,560,000 43,710 42.9%
California 814,894,437,500 48,203 47.9%
2009
Arcadia $ 1,624,047,500 $56,128 55.7%
Los Angeles County 206,127,655,000 44,653 43.8%
California 832,531,445,000 48,952 48.8%
(1) Not comparable with prior years. Effective Buying Income is now based on money income (which does not take into
account sale of property, taxes and social security paid, receipt of food stamps, etc.) versus personal income.
(2) Dollars in thousands.
Source: "Survey of Buying Power ".
Construction Activity
The following table is a five -year summary of the valuation of building permits issued by the City:
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Table A -11
CITY OF ARCADIA
Building Permit Activity Summary: Units and Valuations
2005 2006 2007 2008 2009
Residential
Single- Family $50,820,444 $38,693,637 $45,976,979 $31,492,732 $33,670,778
Multifamily 7,102,266 1,727,703 960,499 14,432,685 1,726,624
Alt. & Additions 16,166,801 17,635,554 17,178,002 13,970,680 10,713,807
Total $74,089,511 $58,056,894 $64,115,480 $59,896,097 $46,111,009
Non - Residential
New Commercial $2,150,000 $17,407,024 $5,576,128 $29,553,561 0
New Industrial 558,245 0 1,505,861 0 0
Other 3,997,770 3,029,814 3,315,702 2,259,710 1,834,576
Alt. & Additions 5,244,487 11,564,412 8,698,987 10,521,514 26,313,910
Total $11,950,502 $32,001,250 $19,096,678 $42,334,785 $28,148,486
Total All Building $86,040,013 $90,058,144 $83,212,158 $102,230,882 $74,259,495
Dwelling Units:
Single family 112 94 78 51 48
Multiple family 41 8 6 82 7
Total 153 102 84 133 55
Source: Construction Industry Research Board.
The following table shows the median home prices for select cities within Los Angeles County and
throughout Los Angeles County in April 2008 and in April 2009, together with the percentage of increase or
decrease with respect to such prices.
Table A -12
CITY OF ARCADIA
New Homes Sold
County /City /Area April 2008 April 2009 % of Change
Arcadia $749,000 $689,091 -8.0%
El Monte 399,000 269,500 -32.5%
Monrovia 480,000 375,750 -21.7%
Pasadena 620,000 462,500 -25.4%
Sierra Madre 657,500 845,000 28.5%
Temple City 527,500 525,000 -0.5%
Los Angeles County 440,000 300,000 -31.8%
Source: DataQuick California Home Sale Price Medians by County and City, 2009.
A -14
APPENDIX B
CITY OF ARCADIA
COMPREHENSIVE ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED JUNE 30, 2010
B -1
APPENDIX C
PROPOSED FORM OF OPINION OF BOND COUNSEL
C -1
APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the
City of Arcadia (the "City ") in connection with the issuance of City of Arcadia General Obligation Bonds,
Election of 2006 (Bond Measure A), Series 2011 (Bank Qualified) (the "Bonds "). The Bonds are being issued
pursuant to a Resolution of the City dated , 2011 (the "Resolution "). The City covenants and agrees
as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and
delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the
Participating Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to
any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in,
Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income
tax purposes.
"Dissemination Agent" shall mean initially the City, or any successor Dissemination Agent designated
in writing by the City and which has filed with the City a written acceptance of such designation.
"Holders" shall mean registered owners of the Bonds.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"Participating Underwriter" shall mean or any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean the Municipal Securities Rulemaking Board's Electronic Municipal Market
Access System for municipal securities disclosures, maintained on the Internet at http: / /emma.msrb.org /, or any
other repository of disclosure information that may be designated by the Securities and Exchange Commission
as such for purposes of the Rule in the future.
"Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
"State" shall mean the State of California.
SECTION 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than eight months after the
end of the City's fiscal year (presently ending June 30), commencing with the report for the [2011 -12] Fiscal
Year, provide to the Participating Underwriter and the Repository an Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single
document or as separate documents comprising a package, and may cross - reference other information as
provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City
D -1
may be submitted separately from the balance of the Annual Report and later than the date required above for
the filing of the Annual Report if they are not available by that date. If the City's fiscal year changes, it shall
give notice of such change in the same manner as for a Listed Event under Section 5(0.
(b) Not later than 30 days (nor more than 60 days) prior to said date the Dissemination Agent shall
give notice to the City that the Annual Report shall be required to be filed in accordance with the terms of this
Disclosure Certificate. Not later than 15 Business Days prior to said date, the City shall provide the Annual
Report in a format suitable for reporting to the Repository to the Dissemination Agent (if other than the City). If
the City is unable to provide to the Repository an Annual Report by the date required in subsection (a), the City
shall send a notice to the Repository in substantially the form attached as Exhibit A with a copy to the
Dissemination Agent. The Dissemination Agent shall not be required to file a Notice to Repository of Failure to
File an Annual Report.
(c) The Dissemination Agent shall file a report with the City stating it has filed the Annual Report
in accordance with its obligations hereunder, stating the date it was provided and listing the Repository to which
it was provided.
SECTION 4. Content and Form of Annual Reports.
(a) The City's Annual Report shall contain or include by reference the following:
1. The audited financial statements of the City for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the City's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement, and the audited financial statements shall
be filed in the same manner as the Annual Report when they become available.
2. Material financial information and operating data with respect to the City of the type
included in the Official Statement in the following categories (to the extent not included in the City's
audited financial statements):
Summary financial information on revenues, expenditures and fund balances for the City's
general fund reflecting adopted budget for the current fiscal year, annual assessed values, top
taxpayers and overlapping debt.
Any or all of the items listed above may be included by specific reference to other documents, including
official statements of debt issues of the City or related public entities, which have been submitted to the
Repository or the Securities and Exchange Commission. If the document included by reference is a final official
statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify
each such other document so included by reference.
(b) The Annual Report shall be filed in an electronic format accompanied by identifying
information prescribed by the Municipal Securities Rulemaking Board.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds, not more than ten (10) Business Days
after the event:
1. principal and interest payment delinquencies;
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2. unscheduled draws on debt service reserves reflecting financial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or
other material notices or determinations with respect to the tax status of the Bonds;
6. defeasances;
7. tender offers;
8. bankruptcy, insolvency, receivership or similar proceedings; and
9. ratings changes.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds, if material:
1. mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of
the obligated persons or their termination;
2. appointment of a successor or additional trustee or the change of the name of a trustee;
3. non payment related defaults;
4. modifications to the rights of Bondholders;
5. notices of prepayment; and
6. release, substitution or sale of property securing repayment of the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event the City shall as soon
as possible determine if such event would be material under applicable federal securities laws.
(c) If the City determines that knowledge of the occurrence of a Listed Event under Subsection (b)
would be material under applicable federal securities laws, the City shall promptly file a notice of such
occurrence with the Repository or provide notice of such reportable event to the Dissemination Agent in format
suitable for filing with the Repository. The Dissemination Agent shall have no duty to independently prepare or
file any report of Listed Events. The Dissemination Agent may conclusively rely on the City's determination of
materiality pursuant to Section 5(c).
SECTION 6. Termination of Reporting Obligation. The City's obligations under this Disclosure
Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If
such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in
the same manner as for a Listed Event under Section 5(a).
SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a substitute
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination
Agent may resign upon 15 days written notice to the City. Upon such resignation, the City shall act as its own
Dissemination Agent until it appoints a successor. The Dissemination Agent shall not be responsible in any
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manner for the content of any notice or report prepared by the City pursuant to this Disclosure Certificate and
shall not be responsible to verify the accuracy, completeness or materiality of any continuing disclosure
information provided by the City. The City shall compensate the Dissemination Agent for its fees and expenses
hereunder as agreed by the parties. Any entity succeeding to all or substantially all of the Dissemination
Agent's corporate trust business shall be the successor Dissemination Agent without the execution or filing of
any paper or further act.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may
be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5(a) or 5(b), it may
only be made in connection with a change in circumstances that arises from a change in legal requirements,
change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the
type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original
issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any
change in circumstances;
(c) The amendment or waiver does not, in the opinion of nationally recognized bond counsel,
materially impair the interests of the Holders or Beneficial Owners of the Bonds; and
(d) No duties of the Dissemination Agent hereunder shall be amended without its written consent
thereto.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of
the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting
principles, on the presentation) of financial information or operating data being presented by the City. In
addition, if the amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the
Annual Report for the year in which the change is made should present a comparison (in narrative form and
also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set forth in this
Disclosure Certificate or any other means of communication, or including any other information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure
Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a
Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have
no obligation under this Certificate to update such information or include it in any future Annual Report or
notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the City to comply with any provision of this
Disclosure Certificate any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary
and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply
with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be
deemed an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the
event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel
performance.
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SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent
shall have only such duties as are specifically set forth in this Disclosure Certificate. The Dissemination Agent
acts hereunder solely for the benefit of the City; this Disclosure Certificate shall confer no duties on the
Dissemination Agent to the Participating Underwriters, the Holders and the Beneficial Owners. The City agrees
to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against
any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim
of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct.
The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent
and payment of the Bonds. The Dissemination Agent shall have no liability for the failure to report any event or
any financial information as to which the City has not provided an information report in format suitable for
filing with the Repository. The Dissemination Agent shall not be required to monitor or enforce the City's duty
to comply with its continuing disclosure requirements hereunder.
SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City,
the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time
of the Bonds, and shall create no rights in any other person or entity.
Dated: , 2011 CITY OF ARCADIA
By:
Its: [City Manager]
[APPROVED AS TO FORM:
Stephen Deitsch, City Attorney]
[ACCEPTED:
as Dissemination Agent
By:
Its: Authorized Officer]
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EXHIBIT A
NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Arcadia, California
Name of Bond Issue: City of Arcadia General Obligation Bonds, Election of 2006 (Bond Measure A), Series
2011 (Bank Qualified)
Date of Issuance: , 2011
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the
above -named Bonds as required by the Continuing Disclosure Certificate relating to the Bonds. The City
anticipates that the Annual Report will be filed by .
Dated:
CITY OF ARCADIA
By [form only; no signature required]
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APPENDIX E
DTC AND THE BOOK -ENTRY ONLY SYSTEM
The following description of the procedures and record keeping with respect to beneficial ownership
interests in the Bonds, payment of principal, redemption premium, if any, and interest with respect to the Bonds
to DTC, its Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the
Bonds and other related transactions by and between DTC, its Participants and the Beneficial Owners is based
solely on the understanding of the City of such procedures and record keeping from information provided by
DTC. Accordingly, no representations can be made concerning these matters and neither DTC, its Participants
nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should
instead confirm the same with DTC or its Participants, as the case may be. The City, the Paying Agent and the
Underwriter understand that the current "Rules" applicable to DTC are on file with the Securities and Exchange
Commission and that the current "Procedures" of DTC to be followed in dealing with Participants are on file
with DTC.
The Depository Trust Company ( "DTC "), New York, NY, will act as securities depository for the
Bonds. The Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully- registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal
amount of such maturity, and will be deposited with DTC.
DTC, the world's largest depository, is a limited - purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that
DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement
among Direct Participants of sales and other securities transactions in deposited securities, through electronic
computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need
for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered clearing agencies. DTTC is owned by users of its regulated subsidiaries. Access to the DTC
system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust
companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ( "Indirect Participants "). DTC has Standard & Poor's highest rating:
AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each
Bond ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however,
expected to receive written confirmations providing details of the transaction, as well as periodic statements of
their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the Bonds, except in the event that use of the book -entry
system for the Bonds is discontinued.
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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or
such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to
them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Trust Agreement. For example, Beneficial Owners of the Bonds may wish to
ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the
registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC, if less than all of the Bonds within a maturity are being
redeemed. DTC's practice is to determine by lot the amount of the interest of each Direct Participant in each
issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the
Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the
Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest on the Bonds will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City,
the Authority or the Paying Agent, on payable date in accordance with their respective holdings shown on
DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, the City or
the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payments of principal of, premium, if any, and interest on the Bonds by Cede & Co (or such other nominee as
may be requested by an authorized representative of DTC) is the responsibility of the City, the Authority or the
Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by
giving reasonable notice to the City, the Authority or the Paying Agent. Under such circumstances, in the event
that a successor depository is not obtained, Bond certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book -entry transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered.
The foregoing information concerning DTC and DTC's book -entry system has been provided by DTC,
and neither the Authority nor the Paying Agent takes any responsibility for the accuracy thereof.
NEITHER THE AUTHORITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY
OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS
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WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS,
INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR
REDEMPTION.
Neither the Authority nor the Paying Agent can give any assurances that DTC, DTC Participants,
Indirect Participants or others will distribute payments of principal of, premium, if any, and interest on
the Bonds paid to DTC or its nominee, as the registered Owner, or any redemption or other notice, to the
Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a manner described
in this Official Statement.
In the event that the book -entry system is discontinued as described above, the requirements of the Trust
Agreement will apply.
The City, the Authority and the Paying Agent cannot and do not give any assurances that DTC, the
Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Bonds
paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to
the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in
this Official Statement. Neither the Authority nor the Paying Agent are responsible or liable for the failure of
DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds
or an error or delay relating thereto.
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RESOLUTION NO. 6764
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, DECLARING ITS INTENTION TO
SELL BONDS OF SAID CITY IN THE AMOUNT OF NOT
TO EXCEED EIGHT MILLION DOLLARS ($8,000,000),
FIXING THE TIME AND PLACE FOR TAKING BIDS AND
DIRECTING PUBLICATION OF NOTICE INVITING BIDS
WHEREAS, this City Council deems it proper and the necessity therefore
appears that bids be invited for bonds (the "Bonds ") of the City of Arcadia in the amount
of not to exceed $8,000,000, and that if bids are satisfactory, said Bonds be sold in the
manner and at the time and place hereinafter set forth.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. Sealed proposals for the purchase of Bonds of said City in the
amount of not to exceed $8,000,000 be received by the City at Fieldman, Rolapp &
Associates, Irvine, California, on May 10, 2011, up to the hour of 10:00 A.M., and, if
determined to be in the best interests of the City by the City Manager, on each
consecutive day until the Bonds are sold. In addition, the City Manager may determine
to receive sealed bids at the same time by electronic means, through the use of via
Parity.
SECTION 2. The City Clerk is hereby authorized and directed to cause to be
published a notice inviting such sealed proposals by one insertion in the Arcadia Weekly
and in The Bond Buyer, a newspaper of general circulation, circulated within the State,
said publication to be at least five (5) days and fifteen (15) days, respectively, prior to
the date of opening bids stated in said notice.
The notice shall be substantially as follows:
ATTACHMENT 2
NOTICE OF SALE
$8,000,000
CITY OF ARCADIA
Los Angeles County, California
General Obligation Bonds
Election of 2006 (Bond Measure A)
Series 2011
(Bank Qualified)
Date of Sale:
Tuesday, May 10, 2011
10:00 a.m., Pacific Daylight Time
BIDS TO BE RECEIVED VIA PARITY
For further information, please contact:
Darryl T. Street, Vice President
(949) 660 -7318
dstreetafieldman.com
Fieldman, Rolapp & Associates
19900 MacArthur Boulevard, Suite 1100
Irvine, California 92612
Fax: (949) 474 -8773
A copy of the Preliminary Official Statement
may be obtained at:
www.fieldman.com /offerings.asp
2
SECTION 3. The preliminary official statement presented to this City Council
is approved in substantially the form presented. Fieldman, Rolapp & Associates is
authorized to make such changes in and additions to the preliminary official
statement prior to mailing as may be approved by the City Manager or required by
the City's Bond Counsel; and the City Manager is hereby authorized and directed to
deem such form, as modified, "final," except for information relating to the offering
prices, interest rates, selling compensation, rating and other terms of the Bonds
depending on such matters. The execution of the official statement by the Mayor
and the printing and distribution thereof (in both preliminary and final forms) in
connection with the sale of the Bonds, with such changes as are approved or
required as set forth above, are hereby authorized, approved and directed.
SECTION 4. The City Clerk is herby authorized and directed to cause to be
furnished to prospective bidders copies of a notice inviting proposals, the bid form
and the preliminary official statement relating to the properties, operations and
finances of the City; but the failure, in whole or in part, to comply with this section
shall not in any manner affect the validity of the sale of said Bonds. Said notice and
bid form shall be substantially set forth in Exhibit "A" hereto.
SECTION 5. On any date on which bids are duly received, the City Manager
is hereby authorized and directed to award the Bonds to the best bidder at a price of
par or better, provided the true interest cost to the City shall not exceed seven
percent (7 %) per annum; provided he may, in his discretion, reject all bids.
3
SECTION 6. The City Clerk shall certify to the adoption of this Resolution.
Passed, approved and adopted this day of , 2011.
Mayor of the City of Arcadia
ATTEST:
City Clerk
APPROVED AS TO FORM:
P 4-ar441
Stephen P. Deitsch
City Attorney
4
NOTICE OF INTENTION TO SELL BONDS
$8,000,000
CITY OF ARCADIA
General Obligation Bonds,
Election of 2006 (Bond Measure A)
Series 2011
(Bank Qualified)
NOTICE IS HEREBY GIVEN that the City of Arcadia (the "City ") intends to offer
public sale on
Tuesday, May 10, 2011
at 10:00 A.M. (Pacific Daylight Time) for the purchase of $8,000,000 principal amount of the
City of Arcadia, General Obligation Bonds, Election of 2006 (Bond Measure A), Series 2011
(the "Bonds "). The Bonds will be dated as of their date of delivery and shall be payable as to
interest from their date at the rate to be fixed upon the sale thereof. Interest with respect to the
Bonds, which is payable semiannually on each February 1 and August 1, will be payable
commencing February 1, 2012. The City has caused to be prepared an Official Notice of Sale
and a Preliminary Official Statement for the Bonds, copies of which will be furnished on request
made to the City's Financial Advisor, Fieldman, Rolapp & Associates, Inc., 19900 MacArthur
Boulevard, Suite 1100, Irvine, CA 92612 -2433, telephone (949) 660 -8500, or are available to be
downloaded from the Financial Advisor's website (http: / /www.fieldman.com). The City may
postpone the date or change the time of sale to any subsequent date or any other time by
providing notification through the Thompson Municipal News not later than 5:00 p.m.,
California time, on the business day prior to any announced date for receipt of bids. Bids will be
received via IPREO's Parity® product and such bids will be entertained only from bidders to
whom such Official Notice of Sale and Preliminary Official Statement have been distributed.
Dated: April _, 2011
By /s/ Don Penman
City Manager
1
$8,000,000
CITY OF ARCADIA
Los Angeles County, California
General Obligation Bonds
Election of 2006 (Bond Measure A)
Series 2011
(Bank Qualified)
NOTICE IS HEREBY GIVEN that all -or -none bids will be received by a representative of the City
of Arcadia (herein, the "City"), for the purchase of $8,000,000* par value bonds designated "CITY OF
ARCADIA GENERAL OBLIGATION BONDS, ELECTION OF 2006 (BOND MEASURE A), SERIES 2011"
(herein, the "Bonds "). All electronic bids must be submitted via Parity®, the electronic bidding system, up
to the time and at the place specified as follows:
TIME: 10:00 a.m., Pacific Daylight Time
DATE: Tuesday, May 10, 2011
provided, however, that without further advertising, and so long as an electronic bid has not been
accepted by the City, electronic bids via Parity® will be accepted at such time and place on May 10, 2011
and each succeeding Business Day thereafter until the earlier of May 17, 2011 or receipt by the City of an
acceptable electronic bid for the Bonds.
No bid will be entertained at any price less than 100% of the par value of the Bonds, or that produces less
than $8,000,000 in proceeds at settlement. The terms of sale further allow for the adjustment, both by
maturity and in total, of the amount of Bonds offered. See "TERMS OF SALE" herein.
Please note that the City reserves the right to cancel or reschedule the sale of the Bonds upon notice
given through Thomson Municipal News by 5:00 p.m., California time the day prior to the day bids are
scheduled to be received, and if the sale is rescheduled, notice of the new sale date and time, if any, will
be given through Thomson Municipal News no later than 5:00 p.m. California time the day prior to the
new day bids are to be received, and bids will be received in the manner set forth above at the
rescheduled date and time as the City may determine.
DESCRIPTION OF THE BONDS
ISSUE. The Bonds will be issued in the original principal amount of $8,000,000, and bear interest
from the date of their issue, in full book -entry only form in denominations of $5,000 and any integral
multiple thereof, maturing as shown below under the caption "MATURITY SCHEDULE." The Bonds are
subject to optional prepayment and special mandatory prepayment prior to maturity as shown below
under the caption "OPTIONAL PREPAYMENT." Prospective bidders should note that the terms of sale
permit adjustment of individual maturities. See "ADJUSTMENTS OF PRINCIPAL AMOUNTS" below.
Reference is made to the Preliminary Official Statement prepared in connection with the offering of the
Bonds for a complete description of the Bonds.
INTEREST RATE. Interest will be calculated on the basis of a 360 -day year composed of twelve
30 -day months. The Bonds shall bear interest from their date at a rate or rates to be determined at the
sale thereof, but not to exceed six percent (6 %) per annum. Interest on the Bonds is payable
semiannually on February 1 and August 1 in each year (the "Interest Payment Dates "); commencing
2
February 1, 2012. Bidders may specify any number of separate interest rates, and any rate may be
repeated as often as desired; provided, however, that (i) each interest rate specified must be in a multiple
of 1/20 of 1% or 1/8 of 1%; (ii) a zero rate of interest cannot be specified; (iii) each Bond shall bear
interest from its dated date to its stated maturity date at the interest rate specified in the bid; (iv) all Bonds
of the same maturity date shall bear the same rate of interest; and (v) no bid will be accepted which
provides for the cancellation and surrender of any interest payment or for the waiver of interest or other
concession by the bidder as a substitute for payment in full of the purchase price of the Bonds. Bids that
do not conform to the terms of this paragraph will be rejected.
PAYMENT. Principal of and interest on the Bonds will be payable by The Bank of New York Mellon
Trust Company, N.A. the paying agent for the Bonds (herein, the "Paying Agent "), in lawful money
through the facilities of Depository Trust Company, or its nominee.
AUTHORITY FOR ISSUANCE AND PURPOSE. The City of Arcadia General Obligation Bonds,
Election of 2006 (Bond Measure A), Series 2011 are being issued by the City of Arcadia (the "City"). The
Bonds were authorized at an election of the registered voters of the City held on April 11, 2006, at which
two- thirds or more of the persons voting on the proposition voted to authorize the issuance and sale of
not to exceed $8,000,000 principal amount of general obligation bonds to acquire a grade separation at
the intersection of Santa Anita Avenue and the Metropolitan Transportation Authority Gold Line Foothill
Extension and pursuant to a resolution of the City dated April 20, 2011 and that certain Supplement to
Resolution dated May 1, 2011 (collectively, the "Resolution "). The Bonds are general obligations of the
City, and the City Council is empowered to direct the County and the County is obligated to levy ad
valorem taxes for the payment of interest on, and principal of, the Bonds upon all property subject to
taxation by the City without limitation of rate or amount (except certain personal property which is taxable
at limited rates).
The proceeds of the Bonds will be used to finance a portion of the cost of acquisition of a grade
separation at the intersection of Santa Anita Avenue and the Metropolitan Transportation Authority Gold
Line Foothill Extension. The terms of the Bonds and security for the Bonds are to be set forth in the
Resolution.
DENOMINATIONS. The Bonds will be issued and delivered as fully registered Bonds in the
denomination of $5,000 each or any integral multiple thereof.
DATE OF BONDS. The Bonds will be dated their date of delivery (the "Closing Date "), which is
anticipated to be on or about May 24, 2011.
MATURITY SCHEDULE The Bonds will mature, or be subject to mandatory sinking fund
prepayment, on August 1 in each of the years, and in the amounts, as set forth in the following table. The
final principal amount of the Bonds, and the final amount of each maturity of the Bonds, is subject to
increase or reduction as described below under the heading "ADJUSTMENT OF PRINCIPAL
AMOUNTS." Each bidder must specify in its bid whether, for any particular year, the Bonds will mature
or, alternatively, be subject to mandatory sinking fund prepayment in such year.
Maturity Maturity
(August 1) Principal Amount (August 1) Principal Amount
2012 205,000 2022 395,000
2013 280,000 2023 415,000
2014 295,000 2024 430,000
2015 305,000 2025 450,000
2016 315,000 2026 470,000
2017 325,000 2027 490,000
2018 340,000 2028 510,000
2019 350,000 2029 535,000
2020 365,000 2030 560,000
2021 380,000 2031 585,000
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(1) Preliminary, subject to change. See also "Adjustment of Principal Amounts" herein.
ADJUSTMENT OF PRINCIPAL AMOUNTS. The principal amounts set forth in this Notice of Sale for
the Bonds reflect certain estimates of the City and its financial advisor with respect to the likely interest
rates of a winning bid and the premium /discount specified in such a winning bid described below under
the caption "TERMS OF SALE."
The total principal amount of the Bonds and the principal amounts payable in each of the years set forth
above are subject to adjustment, in $5,000 increments, to reflect the actual interest rates and any
premium /discount contained in the winning bid, and to maintain substantially level annual debt service
payments on the Bonds. The City reserves the right to increase or decrease the principal amount of any
maturity of the Bonds (or, in the case of the term Bonds, the principal amount thereof which is subject to
mandatory sinking fund prepayment on August 1 in any year) in order to achieve such intention. The
winning bidder will be notified of any adjustment in principal amounts as soon as practical. Adjustment of
the principal amounts will not affect the determination of the winning bid. A successful bidder may not
withdraw its bid as a result of any changes made within these limits.
OPTIONAL PREPAYMENT. The Bonds maturing on or after August 1, 2022 are subject to
prepayment prior to maturity at the option of the City, among maturities as directed by the City and by lot
within maturity in whole at any time or in part, on any date on or after August 1, 2021 in integral multiples
of $5,000 from any source of funds, upon notice as described in the Official Statement, at a prepayment
price equal to the principal amount thereof, without premium, together with interest accrued to such date
fixed for prepayment.
MANDATORY SINKING FUND PREPAYMENT. Any bidder may, at its option, specify that one or
more maturities of the Bonds will consist of term bonds which are subject to mandatory sinking fund
prepayment in consecutive years immediately preceding the maturity thereof, as designated in the bid of
such bidder; provided that no Bond may have sinking fund payments prior to August 1, 2022. In
the event that the bid of the successful bidder specifies that any maturity of Bonds will be term bonds,
such term bonds will be subject to mandatory sinking fund prepayment on August 1 in each year so
designated in the bid, in the respective amounts for such years as set forth above under the heading
"MATURITY SCHEDULE — THE BONDS ", at a prepayment price equal to the principal amount thereof to
be paid together with accrued interest thereon to the prepayment date, without premium.
BOOK ENTRY SYSTEM. The Bonds when issued will be registered in the name of CEDE & CO., as
nominee of The Depository Trust Company, New York, New York ("DTC"), and will be initially issued as
one bond for each of the maturities of the Bonds. DTC will be appointed depository for the Bonds and
registered ownership of the Bonds may not thereafter be transferred except as provided in the
procedures, rules and requirements established by DTC. The Paying Agent will pay payments of principal
and interest to DTC for subsequent disbursement to DTC Participants who will remit such payments to
the Beneficial Owners of the Bonds.
SECURITY. The Bonds are general obligations of the City, payable solely from ad valorem property
taxes levied and collected pursuant to the Bond authorization and the Resolution. The City has the
power, is obligated and has covenanted to direct the County to levy ad valorem taxes upon all property
within the City subject to taxation without limitation of rate or amount (except certain personal property
which is taxable at limited rates) for the payment of the Bonds and the interest thereon. All such taxes for
the payment of principal and interest on such Bonds shall be established, levied and collected as
provided in the provisions of Chapter 4 (commencing with Section 43600) of Division 4 of Title 4 of the
California Government Code. Each year, the City Council, so far as is practicable, shall fix such rate 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.
The City Council shall determine the fiscal year for all of the amounts above set forth, and shall fix the
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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 Act, the City Council shall certify to the County Auditor of the County
of Los Angeles the rate so fixed.
BANK QUALIFIED. The City has designated the Bonds as "qualified tax - exempt obligations" for the
purposes of Section 265 (b)(3) of the Internal Revenue Code of 1986.
TAX EXEMPTION. In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
Newport Beach, California, Bond Counsel, under existing laws, regulations, rulings and judicial decisions,
and assuming certain representations and compliance with certain covenants and requirements
described in the Preliminary Official Statement described herein, interest (and original issue discount) on
the Bonds 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 and
corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds
is exempt from State of California personal income taxes. The difference between the issue price of a
Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public)
and the stated redemption price at maturity with respect to the Bond constitutes original issue discount.
DELIVERY OF SECURITIES. Delivery of the Bonds will be made to the successful bidder through
the facilities of The Depository Trust Company in New York, New York (or at any other mutually
agreeable location) on or about May 24, 2011. Payment must be made in cash, Federal Reserve Bank
funds, or other immediately available funds.
CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE. Attention of bidders is
directed to California Government Code Section 8856, which provides that the lead underwriter or the
purchaser of the Bonds will be charged the California Debt and Investment Advisory Commission fee.
QUALIFICATION FOR SALE; BLUE SKY. Compliance with blue sky laws shall be the sole
responsibility of the successful bidder. The City will furnish such information and take such action not
inconsistent with law as the successful bidder may request and the City shall deem necessary or
appropriate to qualify the Bonds for offer and sale under the blue sky or other securities laws and
regulations of such states and other jurisdictions of the United States of America as may be designated
by the successful bidder; provided, however, that the City shall not execute a general or special consent
to service of process or qualify to do business in connection with such qualification or determination in
any jurisdiction. The successful bidder will not offer to sell or solicit any offer to buy, the Bonds in any
jurisdiction where it is unlawful for such bidder to make such offer, solicitation or sale, and the bidder shall
comply with the blue sky and other securities laws and regulations of the states and jurisdictions in which
the bidder sells the Bonds.
CUSIP NUMBERS. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the
failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for
failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with
the terms thereof. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid
for by the City; provided, however, that the ordering of and the CUSIP Service Bureau charge for the
assignment of said numbers shall be the responsibility of and shall be paid for by the winning bidder.
NO LITIGATION CERTIFICATE. At the time of execution and delivery of the Bonds, the City will
certify there is no litigation pending concerning the validity of the Bonds, the corporate existence of the
City, or the entitlement of the officers thereof to their respective offices.
RIGHT OF CANCELLATION. The successful bidder will have the right, at its option, to cancel its
purchase of the Bonds if the City fails to execute the Bonds and tender the same for delivery within 60
days from the date of award thereof. In such event, the successful bidder will be entitled to the return of
the deposit accompanying the bid.
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PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The preliminary
official statement, distributed in connection with the sale of the Bonds, dated [April 22, 2011] (the
"Preliminary Official Statement ") has been deemed final by the City for purposes of Rule 15c2 -12 of the
Securities Exchange Commission (the "Rule "), but is subject to revision, amendment and completion in a
final official statement (the "Final Official Statement ") as provided in the Rule. The City has authorized a
Preliminary Official Statement and Final Official Statement relating to the Bonds, a copy of which is
available on the Internet at www.fieldman.com /offerings.asp. The City will deliver to the purchaser of the
Bonds a certificate dated the Closing Date to the effect that the City has reviewed the final Official
Statement and has determined that as of the date thereof, to the best of its knowledge and belief, that the
final Official Statement does not contain an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading. Up to 100 copies of the Final Official Statement will be furnished to
the successful bidder at no charge within 7 business days of the award of the Bonds.
CONTINUING DISCLOSURE. The City has covenanted for the benefit of Owners to provide certain
financial information and operating data relating to the City by not later than eight (8) months after the end
of the City's fiscal year (which fiscal year presently ends June 30), commencing with April 1, 2012 (the
"Annual Report "), and to provide notices of the occurrence of certain enumerated material events. The
Annual Report and notices of material events will be filed by the City through the Electronic Municipal
Market Access System ( "EMMA ") of the Municipal Securities Rulemaking Board (the "MSRB "). The
specific nature of the information to be contained in the Annual Report or the notices of material events is
summarized in the Preliminary Official Statement under the caption "CONTINUING DISCLOSURE."
These covenants have been made in order to assist the Underwriter in complying with Securities and
Exchange Commission Rule 15c2- 12(b)(5).
TERMS OF SALE
BASIS OF AWARD. The Bonds will be awarded to the responsible qualified bidder whose bid
produces the highest dollar price for the Bonds above 100% of the par value of the Bonds offered, and
which produces the lowest true interest cost for the Bonds, based on the rate or rates of interest specified
by the successful bidder, provided, however, that the dollar price offered and the rate or rates specified is
such bid must produce a minimum of $8,000,000 in proceeds at closing. The true interest cost of any bid
is the rate which discounts all future payments of principal and interest to an amount equal to the
purchase price. The purchaser must pay accrued interest, if any, from the date of the Bonds to the date
of delivery. In the event of a tied bid, the procedure for determining the winning bid will be the toss of a
coin to be conducted by the City among such bidders whose bids have produced the tie.
ALL OR NONE BID. Any prospective purchaser may submit a bid for the Bonds, provided that if any
of the Bonds are bid for, then all of the Bonds must be bid for.
FORM OF BID. All bids must be unconditional. Each bid must be in accordance with the terms and
conditions set forth herein. Bids will only be accepted via PARITY® pursuant to this Notice until 10:00
a.m., Pacific Daylight Time on the date set forth for receipt of bids. To the extent any instructions or
directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control. For further
information about PARITY®, potential bidders may contact the Financial Advisor, Fieldman, Rolapp &
Associates at (949) 660 -7300 or PARITY® at (212) 849 -5021.
DELIVERY AND PAYMENT. It is estimated that delivery of the Bonds will be made to the Purchaser
on or about May 24, 2011. Payment of the purchase price (less the amount of the good faith deposit
mentioned below) must be made in funds immediately available to the City.
ELECTRONIC BIDS. Electronic Bids via PARITY® (the "Electronic Bidding System ") will be
accepted in accordance with this Notice of Sale until 10:00 a.m. Pacific Daylight Time, May 10, 2011, but
no bid will be received after this time. To the extent any instructions or directions set forth in PARITY®
conflict with this Notice of Sale, the terms of this Notice shall control. For further information about
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PARITY®, potential bidders may contact Fieldman, Rolapp & Associates or PARITY® at 1359 Broadway,
2nd Floor, New York, New York 10018, telephone (212) 849 -5021.
WARNING REGARDING ELECTRONIC BIDS. THE CITY WILL ACCEPT BIDS IN ELECTRONIC
FORM SOLELY THROUGH PARITY ON THE OFFICIAL BID FORM CREATED FOR THAT PURPOSE.
EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO
THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY, THAT THE CITY
NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF PARITY, AND THAT PARITY
IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING
ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY, AND THE CITY ASSUMES NO
RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE
PROCEDURES OF PARITY. THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH
PARITY HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.
THE CITY WILL MAKE ITS BEST EFFORTS TO ACCOMMODATE ELECTRONIC BIDS; HOWEVER
THE CITY, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR
ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY
BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF
BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT THE
PLACE OF BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT
BY PARITY AS THE OFFICIAL TIME.
GOOD FAITH DEPOSIT. A good faith deposit (the "Deposit ") in the amount of $100,000, payable to
the order of the "City of Arcadia" is required from the purchaser of the Bonds ( "Purchaser") subsequent to
award of sale. That purchaser is required to wire transfer such amount not later than 3:30 p.m. New York
City time on the next business day following the award, to the City per wire instructions to be provided by
the City to the Purchaser. If such Deposit is not received by that time, the award of sale may be
rescinded by the City. No interest on the Deposit will accrue to the Purchaser. The Deposit will be
applied to the purchase price of the Bonds. The Deposit accompanying any accepted bid shall be cashed
and the proceeds thereof applied to the purchase price. In the event the successful bidder fails to honor
its accepted bid, the Deposit will be retained by the City as and for full liquidated damages.
TRUE INTEREST COST. Bidders are requested to supply a calculation of the true interest cost of
the Bonds to the City on the basis of their respective bids, which shall be considered as informative only
and not binding on either the bidder or the City.
UNDERWRITING GROUP. Each bidder is requested to furnish the names of all joint managers
participating in the bid, if applicable. The successful bidder will be required to submit a list of all syndicate
members in addition to the managers not later than 24 hours after receiving a verbal award.
RIGHT OF CANCELLATION OF SALE BY THE CITY. The City reserves the right, in its sole
discretion, at any time to cancel the public sale of the Bonds. In such event, the City shall cause notice of
cancellation of this invitation for bids and the public sale of the Bonds to be communicated through
Thomson Municipal News as promptly as practicable. However, no failure to publish such notice or any
defect or omission therein shall affect the cancellation of the public sale of the Bonds.
RIGHT TO MODIFY OR AMEND. The City reserves the right, in its sole discretion, to modify or
amend this Official Notice of Sale including, but not limited to, the right to adjust and change the principal
amount and principal amortization schedule of the Bonds being offered, however, such modifications or
amendments shall be made not later than 5:00 p.m., California time, on the business day prior to the bid
opening and communicated through Thomson Municipal News.
RIGHT OF POSTPONEMENT BY THE CITY. The City reserves the right, in its sole discretion, to
postpone, from time to time, the date established for the receipt of bids. Any such postponement will be
communicated through Thomson Municipal News not later than 5:00 p.m., California time, on the
business day prior to any announced date for receipt of bids. If any date is postponed, any alternative
7
sale date will be announced via Thomson Municipal News by 5:00 p.m. California Time on the business
day prior to such alternative sale date. On any such alternative sale date, any bidder may submit a bid for
the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale,
except for the date of sale and except for the changes announced by Thomson Municipal News at the
time the sale date and time are announced.
RIGHT OF REJECTION. The City reserves the right, in its discretion, to reject any and all bids and to
waive any irregularity or informality in any bid.
PROMPT AWARD. An authorized officer of the City will take action awarding the Bonds or rejecting
all bids not later than 3:00 p.m. California time on May 10, 2011 provided that the award may be made
after the expiration of the specified time if the winning bidder has not given to the City a notice in writing of
the withdrawal of such bid.
CERTIFICATION OF REOFFERING PRICE. The successful bidder will, as of the date the Bonds are
sold pursuant to this Notice of Sale, certify to the City the prices at which it reasonably expects to initially
offer each maturity of the Bonds to the general public (the "Initial Offering Prices "). For this purpose, the
general public does not include bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers.
The successful bidder agrees that, on or prior to the Closing Date, it will actually offer 100% of each
maturity of the Bonds to the general public in a bona fide public offering for prices equal to or less than
the Initial Offering Prices.
The Underwriter agrees that, prior to the Closing Date, it will deliver a certificate dated as of the Closing
Date in form and substance attached as Exhibit 1 and satisfactory to City's Bond Counsel.
APPROVED by the CITY OF ARCADIA by Resolution adopted April 20, 2011.
/s/ Hue Quach
Administrative Services Director
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EXHIBIT 1
Reoffering Price Certificate
$8,000,000
CITY OF ARCADIA
General Obligation Bonds, Election of 2006 (Bond Measure A)
Series 2011
(Bank Qualified)
CERTIFICATE OF PURCHASER
The undersigned, on behalf of , as underwriter (the "Underwriter") of the above -
captioned bonds (the "Bonds "), hereby confirms our advice that:
(i) Based upon reasonable expectations and actual facts which existed on
, being the date upon which the CITY OF ARCADIA (the
"Issuer") sold the Bonds to the Underwriter (the "Sale Date "), the Underwriter
reasonably expected to sell a substantial amount of each maturity of the Bonds
(being at least 10% of each maturity) to the general public (for purposes of this
Certificate, "general public" excludes certificate houses, brokers or similar persons
or organizations acting in the capacity of underwriters or wholesalers) in a bona fide
public offering at the prices, or in the case of obligations sold on a yield basis, at the
respective yields (together the "Initial Offering Prices ") set forth in Exhibit A attached
hereto and by this reference incorporated herein (these prices are also shown on
the cover of the Official Statement).
(ii) The aggregate of the Initial Offering Prices is $
(iii) As of the date hereof, 100% of the Bonds of each maturity were actually offered to
the general public in a bona fide public offering for the Initial Offering Prices.
(iv) As of the Sale Date, the Underwriter, taking into account market conditions, had no
reason to believe any of the Bonds would be initially sold to the general public at
prices greater than the Initial Offering Prices.
(v) As of the Sale Date, other than the , and
maturities of the Bonds, at least 10% of each maturity of the Bonds
was initially sold to the general public for the respective Initial Offering Prices.
(vi) In our opinion, the Initial Offering Prices do not exceed the fair market value of said
maturities of the Bonds to the general public as of the Sale Date.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Supplement to the Resolution approved by the City, dated as of May 1, 2011, by and
between the Issuer and The Bank of New York Mellon Trust Company, as Paying Agent, authorizing the
issuance of the Bonds.
Dated: , 2011
as Underwriter
9
By
Name,Title
10
EXHIBIT A
Maturity Date Principal Interest Reoffering
(August 1) Amount Rate Price *
$ % %
* Stated as a percentage of par.
11
EXHIBIT B
Attach computations of arbitrage yield under Section 148, Form 8038 -G computations and
CDIAC computations
12
RESOLUTION NO.6765
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, PROVIDING FOR THE
ISSUANCE OF ITS GENERAL OBLIGATION BONDS,
ELECTION OF 2006 (BOND MEASURE A), SERIES 2011
IN THE PRINCIPAL AMOUNT NOT TO EXCEED EIGHT
MILLION DOLLARS ($8,000,000)
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 "Ordinance "), a special election was
duly and regularly held on the 1 1 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
financial audits, and no money for administrator's salaries?
WHEREAS, two- thirds or more of the votes cast at the Election 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 the Election, and the City Council of the City was, as of the date of the Election, and
is now authorized and empowered to provide for the form of bonds of the City and for
the issuance thereof, exclusively for the purpose provided for in the aforesaid Ordinance
ATTACHMENT 3
and principal and interest payable from taxes levied exclusively upon the taxable
property within the City as permitted or required by law; 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 to
issue the General Obligation Bonds, Election of 2006 (Bond Measure A), Series 2011
(the "Bonds ") for the purposes described in the Ordinance; and
WHEREAS, in accordance with the Election, the Ordinance, the Law and Article
4.5, Chapter 3, Part 1 of Division 2 of the California Government Code (commencing
with Section 53506) (the "Bond Law "), the City now desires to issue approximately
$8,000,000 in Bond proceeds to finance in part a grade separation overpass located at
the intersection of Santa Anita Avenue and the Metro Gold Line Foothill Extension's
Right -of -Way in the City (the "Project "); and
WHEREAS, the City has complied with the California Environmental Quality Act
( "CEQA ") with respect to the Project; 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, in order to effect the issuance of the Bonds, the City Council desires
to approve the form of a preliminary official statement for the Bonds and to approve the
form of and authorize the execution and delivery of a Continuing Disclosure Certificate
with respect to the Bonds, the forms of which are on file with the City Clerk and
presented at this meeting; and
2
WHEREAS, this City Council deems it proper and the necessary that bids be
invited for the Bonds in the amount of not to exceed $8,000,000 and that if bids are
satisfactory, said Bonds be sold in the manner and at the time and place hereinafter set
forth.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. Each of the above recitals is true and correct.
SECTION 2. The issuance of the Bonds in a principal amount not to exceed
$8,000,000 is hereby approved and such Bonds shall mature on the dates and pay
interest at the rates set forth in and all other provisions of the Bonds shall be governed
by the terms and conditions of a Supplement to this Resolution to be prepared by Bond
Counsel to the City and executed by the Mayor of the City, the City Manager, the
Administrative Services Director, 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 "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 Supplement to Resolution
by an Authorized Officer. The covenants set forth in the 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 Supplement to Resolution shall constitute a
contract between the City and the Owners of the Bonds.
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SECTION 3. The preliminary official statement (the "Preliminary Official
Statement ") presented to this City Council is approved in substantially the form
presented. The City Manager is authorized to make such changes in and additions to
the Preliminary Official Statement prior to mailing as may be approved by the City
Manager or the Administrative Services Director, or their written designees; and each of
the City Manager, the Administrative Services Director and their written designees is
hereby authorized and directed to deem such form, as modified, "final," except for
information relating to the offering prices, interest rates, selling compensation, rating
and other terms of the Bonds depending on such matters. The execution of the official
statement by the Mayor or the City Manager and the printing and distribution thereof (in
both preliminary and final forms) in connection with the sale of the Bonds, with such
changes as are approved or required as set forth above, are hereby authorized and
approved.
SECTION 4. The form of the Continuing Disclosure Certificate to be executed by
the City (the "Continuing Disclosure Certificate "), 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
Continuing Disclosure Certificate in substantially said form, with such changes therein
as such Authorized Officers executing such document may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 5. Sealed bids for the purchase of the Bonds in the amount of not to
exceed $8,000,000 shall be received by electronic means, through Parity, administered
by i -Deal LLC or other Internet -based providers, up to the hour of 10:00 a.m. on
4
Tuesday, May 10, 2011, or such other date and time as is selected by the City
Manager, or his written designee, and, if determined to be in the best interests of the
City by the City Manager, or his written designee, at such later date as specified
pursuant to the Official Notice Inviting Bids (the "Notice Inviting Bids ") and Bid Form (the
"Bid Form ") presented to this meeting and on file with the City Clerk, thereafter until a
bid is accepted.
The City Clerk is hereby authorized and directed to cause to be published a
notice inviting such sealed bids in the form presented to this meeting and on file with the
City Clerk (the "Notice of Bond Sale ") in the Arcadia Weekly and in The Bond Buyer,
each of which is a newspaper of general circulation, circulated within the State, said
publication to be at least fifteen (15) days prior to the date of opening bids stated in the
Notice of Bond Sale.
The City Clerk or Fieldman, Rolapp & Associates is hereby authorized and
directed to cause to be furnished to prospective bidders copies of the Notice Inviting
Bids, the Bid Form and the Preliminary Official Statement; but the failure, in whole or in
part, to comply with this paragraph shall not in any manner affect the validity of the sale
of the Bonds. The Notice Inviting Bids and the Bid Form shall be substantially in the
form presented to this City Council.
On any date on which bids are duly received, the City Manager or the
Administrative Services Director is hereby authorized and directed to award the Bonds
to the best bidder at a price of par or better, provided the true interest cost to the City
shall not exceed eight percent (8 %) per annum; provided she or he may, in her or his
discretion, reject all bids.
5
SECTION 6. The City hereby determines that the Bonds are qualified tax -
exempt obligations pursuant to Section 265(b) of the Code and finds that the reasonably
anticipated amount of qualified tax - exempt obligations which will be issued by the City
and all of its subordinate entities during the 2011 calendar year will not exceed
$10,000,000.
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 otherwise to carry out, give effect to and
comply with the terms and intent of this Resolution and the Supplement to Resolution
thereto, the Bonds, the Continuing Disclosure Certificate, the Preliminary Official
Statement, and the Official Statement. 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.
Passed, approved and adopted this day of , 2011.
Mayor of the City of Arcadia
ATTEST:
City Clerk
APPROVED AS TO FORM:
St A P
Stephen P. Deitsch
City Attorney
6
EXHIBIT A
FORM OF SUPPLEMENT TO RESOLUTION
SUPPLEMENT TO RESOLUTION NO. 6765
GOVERNING TERMS OF THE $8,000,000 CITY OF
ARCADIA GENERAL OBLIGATION BONDS, ELECTION
OF 2006 (BOND MEASURE A), SERIES 2011
DATED AS OF MAY 1, 2011
1
SUPPLEMENT TO RESOLUTION NO. 6765
THIS SUPPLEMENT TO RESOLUTION NO. 6765 executed as of this 1 day of
May, 2011 governs the terms of the City of Arcadia General Obligation Bonds, Election
of 2006 (Bond Measure A), Series 2011.
RECITALS:
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 of the City of Arcadia on
January 3, 2006 (the "Ordinance "), an election was duly and regularly held on the 11
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
financial 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 purpose of the acquisition or
construction of a grade separation overpass located at the intersection of Santa Anita
Avenue and the Metro Gold Line Foothill Extension's right -of -way in the City (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 Council of the City was, as of the date of the Election, and is
now authorized and empowered to provide for the form of bonds of the City and for the
issuance thereof for the purpose and objects provided for in the aforesaid Ordinance
which relate to the Project, payable, principal and interest, from taxes levied exclusively
upon the taxable property within the City as permitted or required by law; 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 bonds of the City according to the provisions of the Law and Article
4.5, Chapter 3, Part 1 of Division 2 of the California Government Code (commencing
with Section 53506) (the "Bond Law ") for the purpose of financing in part 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 Bonds, Election of 2006 (Bond Measure A),
Series 2011 (the "Series 2011 Bonds" or the "Bonds ") are to be issued, the City Council
does hereby covenant and agree, for the benefit of the Owners of the Series 2011
Bonds, as follows:
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.
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.
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 Standard and Poor's, and issued by a domestic
corporation having assets in excess of $500 million and
having an A or better rating on its Tong -term debentures as
provided by Moody's or Standard and Poor's.
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.
f. Money market funds rated in the highest category of
Moody's or Standard and Poor's, or administered by a
domestic bank with long -term debt rated in one of the top
two categories of Moody's or Standard and Poor's.
Authorized Representative of the City. The term "Authorized
Representative of the City" means the Mayor, the City Manager, or 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
attorney 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 or Series 2011 Bonds. The term "Bonds" or "Series 2011 Bonds"
means the $8,000,000 City of Arcadia General Obligation Bonds, Election of 2006
(Bond Measure A), Series 2011.
Closing Date. The term "Closing Date" is the date the bonds are delivered
to the initial 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 Delivery Date and ending on August 1, 2011
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 of
issuing the Bonds, including, but not limited to, all printing and document preparation
expenses in connection with this Resolution, the Bonds and the Official Statement
pertaining to the Bonds and any and all other agreements, instruments, certificates or
other documents prepared in connection therewith; financial advisory fees; bond
counsel fees; underwriter's fees; rating agency fees; auditor's fees; CUSIP service
bureau charges; 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; 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.
Debt Service Fund. The term "Debt Service Fund" means the fund of that
name established under the Law and Section 13 hereof.
Depository. The term "Depository" means (a) initially, DTC, and (b) any
other Securities Depository acting as Depository under this Indenture.
Depository System Participant. The term "Depository System Participant"
means any participant in the Depository's book -entry system.
DTC. The term "DTC" means The Depository Trust Company, New York,
New York, and its successors and assigns.
Interest Payment Date. The term "Interest Payment Date" means each
August 1 and February 1, commencing February 1, 2012.
Owner. The term "Owners" 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.
Participants. The term "Participants" means those broker - dealers, banks
and other financial institutions from time to time for which DTC holds Bonds as
securities depository.
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 yellon Trust Company, N.A.
Project Costs. The term "Project Costs" means all of the expenses of and
incidental to the construction and /or acquisition of land or improvements and the works
and the payment of the costs described in the recitals hereof and in the Ordinance,
which are permitted under the Law to be financed with the proceeds of the Bonds,
including without limitation the costs of acquisition and construction of the Project, Costs
of Issuance and capitalized interest with respect to the Bonds.
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. 6765 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.
Authorization to Issue. Bonds of the City in the sum of $8,000,000 shall be
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. Said Bonds shall be
designated the "CITY OF ARCADIA GENERAL OBLIGATION BONDS, ELECTION OF
2006 (Bond Measure A), Series 2011." The Series 2011 Bonds shall be issued in the
form of fully registered bonds in the denomination of $5,000 each or any whole multiple
thereof and shall mature on the dates and in the amounts, and shall bear interest at the
rates, per annum, for each of the years as follows:
Year
(August 1) Principal Amount Interest Rate
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
The Bonds shall bear interest at the rates set forth above, from the Closing Date,
payable on February 1, 2012 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 Bonds
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 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 each Bond shall be paid by the Paying Agent by
check mailed by first class mail, postage prepaid, on the Interest Payment Date to the
Owner as his /her name and address appear on the register kept by the Paying Agent at
the close of business on the applicable Record Date. At the request of any owner of at
least $1,000,000 in aggregate principal amount of Bonds, interest on the Bonds will be
paid by wire transfer in immediately available funds if such request is made at least
fifteen days before the Record Date for such payment, any such designation to remain
in effect until withdrawn. Each 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 January 15, 2012, (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.
$ of proceeds of the Bonds (comprising $8,000,000
aggregate principal amount, $ in net original issue premium, less
$ of underwriter's discount) shall be disbursed, as follows:
$ to the Acquisition and Construction
Fund for payment of Project Costs
$ to the Debt Service Fund for
payment of interest
$ TOTAL
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 upon surrender thereof at
the principal corporate trust office of the Paying Agent in Los Angeles, California.
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 60
days' written notice to 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 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 principal office to all registered
Owners.
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.
Any Bonds issued pursuant to this Resolution may be initially issued in temporary
form exchangeable for definitive Bonds when the same are ready for delivery. The
temporary Bonds may be printed, lithographed or typewritten, shall be of such
denominations as may be determined by the City, shall be in fully registered form and
may contain references to any of the provisions of this Resolution as may be
appropriate. Every temporary Bond shall be executed by the City and be authenticated
by the Paying Agent upon the same conditions and in substantially the same form and
manner as the definitive fully registered bonds. If the City issues temporary Bonds, it
will execute and furnish definitive Bonds without delay, and, thereupon, the temporary
Bonds shall be surrendered for cancellation at the principal office of the Paying Agent in
Los Angeles, California, or at such other place in California as the City may approve.
The Paying Agent shall deliver in exchange for the surrendered temporary Bonds an
equal aggregate principal amount of definitive Bonds of authorized denominations of
this same issue. Until exchanged, the temporary Bonds shall be entitled to the same
benefits under this Resolution as definitive Bonds of this same issue.
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, and the seal of the City
shall be impressed, imprinted or reproduced thereon. The foregoing officers are hereby
authorized and directed to sign the Bonds in accordance with this Section 6. 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 7 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.
Registration, Transfers and Exchanges. Any 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 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 any Bond or Bonds shall be surrendered for transfer, the Paying
Agent shall authenticate and deliver a new Bond or Bonds of the same series and
maturity, for the like aggregate principal amount of Bond or Bonds surrendered.
Bonds may be exchanged at the principal corporate trust office of the Paying
Agent in Los Angeles, California, for a like aggregate principal amount of Bonds of other
authorized denominations 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 any Bond (i) during the
15 days before the selection of Bonds for redemption, or (ii) if such Bond has been
called for redemption in whole or in part.
Registration Books. The Paying Agent will keep at its principal corporate trust
office in Los Angeles, California, or at such other place as the City may approve,
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
herein before provided.
Book -Entry Only System. DTC shall act as the initial Depository for the Bonds.
One Bond for each maturity of the Bonds shall be initially executed, authenticated, and
delivered as set forth herein with a separate fully registered certificate (in print or
typewritten form). Upon initial execution, authentication, and delivery, the ownership of
the Bonds shall be registered in the Bond Register kept by the Paying Agent for the
Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall
appoint in writing.
The representatives of the City and the Paying Agent are hereby authorized to
take any and all actions as may be necessary and not inconsistent with this Resolution
to qualify the Bonds for the Depository's book -entry system, including the execution of
the Depository's required representation letter.
With respect to Bonds registered in the Bond Register in the name of Cede &
Co., as nominee of DTC, neither the City nor the Paying Agent shall have any
responsibility or obligation to any broker - dealer, bank, or other financial institution for
which DTC holds Bonds as Depository from time to time (the "DTC Participants ") or to
any person for which a DTC Participant acquires an interest in the Bonds (the
"Beneficial Owners "). Without limiting the immediately preceding sentence, neither the
City nor the Paying Agent shall have any responsibility or obligation with respect to
(i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any
Beneficial Owner, or any other person, other than DTC, of any notice with respect to the
Bonds, including any notice of redemption, (iii) the selection by the Depository of the
beneficial interests in the Bonds to be redeemed in the event the City elects to redeem
the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any
other person, other than DTC, of any amount with respect to the principal of or interest
on the Bonds, or (v) any consent given or other action taken by the Depository as
Owner of the Bonds; except that so long as any Bond is registered in the name of
Cede & Co., as nominee of DTC, anyone representing themselves to be the Beneficial
Owner of $1,000,000 or more in aggregate principal amount of Bonds who has filed a
written request with the Paying Agent to receive notices, containing such Beneficial
Owner's name and address, shall be provided with all notices relating to such Bonds by
the Paying Agent.
Except as set forth above, the Paying Agent may treat as and deem DTC to be
the absolute Owner of each Bond for which DTC is acting as Depository for the purpose
of payment of the principal of and interest on such Bonds, for the purpose of giving
notices of prepayment and other matters with respect to such Bonds, for the purpose of
registering transfers with respect to such Bonds, and for all purposes whatsoever. The
Paying Agent shall pay all principal of and interest on the Bonds only to or upon the
order of the Owners as shown on the Bond Register, and all such payments shall be
valid and effective to fully satisfy and discharge all obligations with respect to the
principal of and interest on the Bonds to the extent of the sums or sums so paid.
Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC
has determined to substitute a new nominee in place of Cede & Co., and subject to the
transfer provisions hereof, references to "Cede & Co." in this Section 9 shall refer to
such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the
Bonds at any time by giving written notice to the Paying Agent during any time that the
Bonds are Outstanding, and discharging its responsibilities with respect thereto under
applicable law. The City may terminate the services of DTC with respect to the Bonds if
it determines that DTC is unable to discharge its responsibilities with respect to the
Bonds or that continuation of the system of book -entry transfers through DTC is not in
the best interest of the Beneficial Owners, and the City shall mail notice of such
termination to the Paying Agent.
Upon the termination of the services of DTC, as provided in the previous
paragraph, and if no substitute Depository willing to undertake the functions hereunder
can be found which is willing and able to undertake such functions upon reasonable or
customary terms, or if the City determines that it is in the best interest of the Beneficial
Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no
longer be restricted to being registered in the Bond Register of the Paying Agent in the
name of Cede & Co., as nominee of DTC, but may be registered in whatever name or
names the Owners shall designate at that time, in accordance with Section 7.
Redemption.
Optional Redemption. The Bonds maturing on or after August 1, 20_ are
subject, at the option of the City, to redemption prior to their stated maturities in whole
or in part on any date commencing August 1, 20_, selected among maturities, if in
parts as nearly as practicable on a pro -rata basis, and by lot within a maturity, at a
redemption price equal to the principal amount thereof, together with accrued interest to
the date fixed for redemption, without premium.
Mandatory Sinking Fund Redemption. The Bonds maturing on August 1,
20_, are subject to mandatory sinking fund redemption, in part by lot, prior to their
stated maturity, on each August 1 on and after August 1, 20_, at a redemption price
equal to 100% of the principal amount thereof called for redemption, without premium,
plus accrued interest thereon to the date of redemption in the aggregate respective
principal amounts set forth in the following table:
Principal Amount
Redemption Date of 20 Bonds to
(August 1) be Redeemed
(maturity)
Selection of Bonds for Redemption. If Tess than all of the Bonds
outstanding are to be redeemed, the portion of any Bond of a denomination of more
than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral
multiple thereof, and, in selecting portions of such Bond for redemption, the Paying
Agent shall treat each such Bond as representing that number of Bonds of $5,000
denominations which is obtained by dividing the principal amount of such Bond to be
redeemed in part by $5,000. The Paying Agent shall promptly notify the City in writing
of the Bonds, or portions thereof, selected for redemption.
Notice of Redemption. The Paying Agent shall further provide written
notice to Bond Owners of all Bonds to be redeemed 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 Bonds which are called for redemption
are 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) state the dates of maturity of the Bonds and, if Tess than all of any such
maturity is called for redemption the distinctive numbers of the Bonds of such maturity
to be redeemed, and in the case of Bonds redeemed in part only, the respective
portions of the principal amount thereof, to be redeemed; (d) state the CUSIP number, if
any, of each Bond to be redeemed; (e) give notice that further interest on such Bonds
will not accrue after the designated redemption date; and (f) any other descriptive
information regarding the Bonds needed to identify accurately the Bonds being
redeemed. 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 such Bonds or the cessation of interest
on the date fixed for redemption.
At least twenty -five (25) days before the redemption date, notice
shall also be given (i) registered or certified mail, postage prepaid, (ii) confirmed
facsimile transmission or (iii) overnight delivery service, to The Depository Trust
Company, 711 Stewart Avenue, Garden City, New York 11530, Facsimile transmission:
(516) 227 -4039, (516) 227 -4190 and in accordance with then current guidelines of the
Securities and Exchange Commission, to any other firm or service regularly providing
information with respect to the redemption of Bonds designated to the Paying Agent by
the City.
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.
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 called for redemption (principal and premium, if any) is set aside for that
purpose in the Debt Service Fund, as provided for herein, the Bonds designated for
redemption shall become due and payable on the date fixed for redemption thereof, and
upon presentation and surrender of said Bonds at the place specified in the notice of
redemption, such Bonds shall be redeemed and paid at said redemption price out of
said Debt Service Fund, and no interest will accrue on such Bonds called for
redemption after the redemption date specified in such notice and the owners of the
Bonds so called for redemption 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.
Acquisition and Construction Fund.
The proceeds of the sale of the Bonds identified in Section 2 for deposit
into the Acquisition and Construction Fund shall be deposited with the City to the credit
of the "City of Arcadia (Bond Measure A) Acquisition and Construction Fund," shall be
kept separate and distinct from all other funds of the City and the moneys in said fund
shall be applied exclusively to pay Project Costs in accordance with the Law, except as
otherwise provided in the provisions of the Law.
The City shall disburse moneys in the Acquisition and Construction Fund
to the City from time to time to pay the Project Costs. If, upon completion of the project
to be funded from the Acquisition and Construction Fund, amounts remain therein, the
City shall transfer such amounts to the Debt Service Fund. At such time that no
amounts remain on deposit in the Acquisition and Construction Fund, the City shall
close the Acquisition and Construction Fund.
Nothing in this Resolution shall limit the authority of the City to cause the
appointment of a fiscal agent to hold and disburse the Acquisition and Construction
Fund, to the extent permitted by the Law.
Rebate Fund. The City shall establish the Rebate Fund. 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 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.
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.]
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.
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.
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.
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.
Security /Debt Service Fund. The City Council, so far as is practicable, 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. The City Council shall
determine the fiscal year for all of 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 shall be placed in a fund
of the City and designated "City of Arcadia (Bond Measure A) Debt Service Fund" (the
"Debt Service Fund "), (and accounts therein to the extent created pursuant to Section
10 or 16 hereof) shall be kept separate and apart from all other funds of the City (and is
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 or additional series of bonds issued by the City
pursuant to the authorization of Measure A 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),
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 (Bond Measure
A) Bond Fund" (the "Bond Fund ") for such purpose and shall make payments to the
Bond Owners of principal (including mandatory sinking fund payments), 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 and, in all such cases,
ratably and without preference among all maturities.
Investments.
Moneys in the Acquisition and Construction 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 Acquisition and Construction Fund. Earnings on investments of
monies in the Acquisition and Construction Fund shall be retained therein and applied in
accordance with authorized uses thereof and applicable law.
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 Owners 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.
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.
Tax Covenants. The City hereby covenants and agrees with the owners 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 Owners 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:
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;
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;
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;
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;
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;
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;
Small Issuer Exemption From Bank Nondeductibility Restriction. The
Agency hereby designates the Bonds for purposes of paragraph (3) of Section 265(b) of
the Code and represents that not more than $10,000,000 aggregate principal amount of
obligations the interest on which is excludable (under Section 103(a) of the Code) from
gross income for federal income tax purposes (excluding (i) private activity bonds, as
defined in Section 141 of the Code, except qualified 501(c)(3) bonds as defined in
Section 145 of the Code and (ii) current refunding obligations to the extent the amount
of the refunding obligation does not exceed the outstanding amount of the refunded
obligation), including the Bonds, has been or will be issued by the City, including all
subordinate entities of the City, during the calendar year 2011.
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.
Defeasance. The Bonds 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 Bonds so defeased (or an entity designated by the Administrative
Services Director to act as escrow agent with respect thereto):
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 Bonds outstanding (including all principal, interest and premium, if any) at or before
their stated maturity date; or
Federal Securities (as hereinafter defined) 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 all of the corresponding Bonds
(including all principal and interest and premium, if any) to be defeased at or before their
stated maturity date.
In such event, notwithstanding that any of the Bonds shall not have been
surrendered for payment, all obligations of the City with respect to all said outstanding
Bonds 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 said Bonds not so surrendered and paid all sums due with respect thereto;
provided that the City shall have received an opinion of bond counsel for said Bonds,
that said Bonds have been defeased.
For purposes of this Section, "Federal Securities" shall mean any of the following
which at the time are legal investments under the laws of the State for the moneys
proposed to be invested therein:
United States Obligations (as hereinafter defined) (including the
Department of the Treasury of the United States of America); and
If the Bonds are insured by a policy of municipal bond insurance, such
other Authorized Investments as may be approved by the insurer and comprise lawful
investments for purposes of defeasance.
"United States Obligations" shall mean direct and general obligations of the
United States of America, or obligations that are unconditionally guaranteed as to
principal and interest by the United States of America.
Supplemental Resolutions.
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 with the written consent of Owners owning
at least 60% in aggregate principal amount of the outstanding Bonds, exclusive of
Bonds, if any, owned by the City; provided, however, that no such modification or
amendment shall, without the express consent of the Owner of each Bond affected,
reduce the principal amount of any Bond, reduce the interest rate payable thereon,
advance the earliest redemption date thereof, extend its maturity or the times for paying
interest thereon or change the monetary medium in which principal and interest is
payable, nor shall any modification or amendment reduce the percentage of consents
required for amendment or modification. 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.
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;
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;
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;
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;
To cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision in this Resolution; or
To amend or supplement this Resolution in any other respect,
provided such supplemental resolution does not adversely affect the interests of the
Owners.
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.
Resolution to Constitute Contract. In consideration of the purchase and
acceptance of any and all of the Bonds 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 Owners from time to time of the
Bonds; and the pledge made in this Resolution shall be for the equal benefit, protection
and security of the Owners of any and all of the Bonds, all of which, regardless of the
time or times of their issuance or maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds over any other thereof.
Continuing Disclosure. The City hereby covenants and agrees that it will comply
with and carry out all of its obligations under its Continuing Disclosure Certificate to be
executed and delivered by the City in connection with the issuance of the Bonds.
Notwithstanding any other provision of this Resolution, failure of the City to comply with
the Continuing Disclosure Certificate shall not be considered an event of default under
this Resolution; however, any Owner or Beneficial Owner may take such actions as may
be necessary and appropriate, including seeking mandate or specific performance by
court order, to cause the City to comply with its obligations under this Section 19. For
purposes of this Section, "Beneficial Owner" means any person which has or shares the
power, directly or indirectly, to make investment decisions concerning ownership of any
Bonds (including persons holding Bonds through nominees, depositories or other
intermediaries).
SIGNED AND APPROVED as of 1, 2011.
CITY OF ARCADIA
[SEAL] By:
Its: Mayor
ATTEST:
City Clerk
The terms of this Supplement to Resolution No. 6765 relating to the Paying Agent are
accepted and acknowledged by The Bank of New York Mellon Trust Company, N.A., as
Paying Agent.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By:
Its: Authorized Officer
EXHIBIT A
R- $
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE
SUPPLEMENT TO RESOLUTION NO. f 7) TO THE
PAYING AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE
NAME OFCEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF ARCADIA
GENERAL OBLIGATION BOND
ELECTION OF 2006 (Bond Measure A), Series 2011
INTEREST RATE MATURITY DATE DATED DATE CUSIP NO.
August 1,20_ F ,2011]
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: AND NO /100 DOLLARS
THE CITY OF ARCADIA, a general law 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 by check mailed by first class
mail, postage prepaid, thereto at its address as it 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 "), or, at the request of
an owner of in excess of $1,000,000 aggregate principal amount of bonds, by wire
transfer, interest on such principal amount on each August 1 and February 1,
commencing February 1, 2012 (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. ( 1 adopted by the City Council of the City on April 20,
2011, as supplemented by Supplement to Resolution No. [ 1,
dated as of May 1, 2011, 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 of all or part hereof
are payable at the principal corporate trust office of The Bank of New York Mellon Trust
Company, N.A., Paying Agent for the Bonds (the "Paying Agent "), in Los Angeles,
California. All such amounts are payable in lawful money of the United States of
America.
Capitalized terms used herein and not defined shall have the meanings given
such terms in the Resolution (as hereinafter defined).
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 in fully registered form. It may be exchanged for a like
aggregate principal amount of bonds of other authorized denominations 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 of authorized denomination or denominations for the same
aggregate principal amount of the same series and maturity will be issued to the
transferee in exchange therefore.
Bonds maturing on or after August 1, 20_ are subject, at the option of the City,
to redemption prior to their stated maturities in whole or in part on any date commencing
August 1, 20_, selected among maturities, if in part as nearly as practicable on a pro -
rata basis, and by lot within a maturity, at redemption price, equal to the principal
amount thereof, together with accrued interest to the date fixed for redemption, without
premium.
In addition, the Bonds maturing on August 1, 20_ are subject to mandatory
sinking fund redemption prior to maturity commencing on August 1, 20_ and each
August 1 thereafter prior to maturity from sinking fund payments in the amounts set forth
in the Resolution at a redemption price equal to 100% of the principal amount thereof
called for redemption, without premium, plus accrued interest thereon to the date of
redemption.
Notice of redemption with respect to the Bonds to be redeemed shall be mailed
to the Registered Owners thereof not Tess than 30 nor more than 60 days prior to the
redemption date by first class mail, postage prepaid, to the addresses set forth in the
registration books. Neither a failure of the Registered Owner hereof to receive such
notice nor any defect therein will affect the validity of the proceedings for redemption.
All Bonds or portions thereof so called for redemption 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 Owners of
such Bonds shall have no rights except to receive payment of the redemption price
upon the surrender of the Bonds.
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 owners of the Bonds
may be amended at any time, and in certain cases without notice to or consent of the
registered owners, 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.
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 one of the fully registered Bonds 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
[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 Notice: The signature on this assignment
by a qualified guarantor. must 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.
RESOLUTION NO. 6766
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ARCADIA, CALIFORNIA, ADOPTING AND
APPROPRIATING IN FISCAL YEAR 2010 -2011
$4,650,000 FROM PROPOSITION A & C FUNDS FOR
THE CONSTRUCTION OF THE SANTA ANITA GRADE
SEPARATION BRIDGE
WHEREAS, on June 15, 2010, the City Manager submitted to the City Council
a proposed budget for fiscal years 2010 -2011, a copy of which is on file in the Office
of the City Clerk; and
WHEREAS, from time to time certain programs and services are enacted
during the fiscal year which necessitate amendments to the adopted Operating
Budget for fiscal year 2010 -2011; and
WHEREAS, the amounts listed below are hereby appropriated for the fiscal
year for the purposes stated:
Description Transit Funds
Construction of Santa Anita Grade
Separation Bridge:
Proposition A $ 1,850,000
Proposition C 2,775,000
Total: $ 4,625,000
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. That certain "City of Arcadia Budget, fiscal years 2010-2011", as
on file in the office of the City Clerk, together with any approved amendments thereto,
is hereby adopted, in pertinent part, as the official budget of the City of Arcadia for
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the fiscal year 2010 -2011 and the amounts specified therein as expenditures from
the funds indicated are hereby appropriated for the purposes specified therein.
SECTION 2. The City Clerk shall certify to the adoption of this Resolution.
Passed, approved and adopted this day of , 2011.
Mayor of the City of Arcadia
ATTEST:
City Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
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