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HomeMy WebLinkAbout6764 (\I 0).. DR 2 0 A : \ RESOLUTION NO. 6764 L.V D 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 nec:ssity therefore appears that bids be invited for bonds (the "Bonds ") of the City of Ar' adia in the amount of not to exceed $8,000,000, and that if bids are satisfactory, s.'. Bonds be sold in the manner and at the time and place hereinafter set forth. NOW, THEREFORE, THE CITY COUNCIL • THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY FIND, DETERMINE • ND RESOLVE AS FOLLOWS: SECTION 1. Sealed proposals for the , rchase of Bonds of said City in the amount of not to exceed $8,000,000 be r- eived by the City at Fieldman, Rolapp & Associates, Irvine, California, on May 1, 2011, up to the hour of 10:00 A.M., and, if determined to be in the best int: ests of the City by the City Manager, on each consecutive day until the Bond: are sold. In addition, the City Manager may determine to receive sealed bids at e same time by electronic means, through the use of via Parity. SECTION . The City Clerk is hereby authorized and directed to cause to be published a n• ice inviting such sealed proposals by one insertion in the Arcadia Weekly and in T • Bond Buyer, a newspaper of general circulation, circulated within the State, said , blication to be at least five (5) days and fifteen (15) days, respectively, prior to t - date of opening bids stated in said notice. The notice shall be substantially as follows: 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 dstreet(cD_fieldman.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: 14� ep n 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 3 (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 4 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. 5 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 6 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 8 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