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Resolution Number 90-6-19-6333 RESOLUTION NO. 90-6-19-6 RESOLUTION OF THE CITY COUNCIL OF CITY OF SAN JUAN CAPISTRANO DECLARING ITS INTENTION TO SELL BONDS OF SAID CITY IN THE AMOUNT OF $4,995,000, 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 therefor appears that bids be invited for bonds of CITY OF SAN JUAN CAPISTRANO in the amount of $4,995,000, 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 CITY OF SAN JUAN CAPISTRANO DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: SECTION 1. Sealed proposals for the purchase of bonds of said City in the amount of $4,995,000 be received by this City Council at Fieldman Rolapp & Associates, Irvine, California, on July 17, 1990, up to the hour of 11:00 A.M. SECTION 2. The Acting City Clerk is hereby authorized and directed to cause to be published a notice inviting such sealed proposals by one insertion in The Bond Buyer, a newFoaper 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 said notice. The notice shall be substantially as follows: NOTICE OF SALE $4,995,000 SERIES 1990 GENERAL OBLIGATION BONDS OF CITY OF SAN JUAN CAPISTRANO (OPEN SPACE PROGRAM) ORANGE COUNTY, CALIFORNIA Proposals will be received up to 11:00 o'clock A.M., July 17, 1990 at Fieldman Rolapp & Associates, Attention: Katrina Heller, 2100 S.E. Main Street, Suite 210, Irvine, ` California 92714, for the purchase of general obligation bonds of CITY OF SAN JUAN CAPISTRANO. The principal of and the interest on the bonds will be paid from ad valorem taxes to be levied on all taxable property within that city, without limitation of rate or amount. The Bonds will mature serially on August 1 of each year as provided in the Resolution of Issuance for such issue. Interest will be paid on February 1, 1991 and semiannually thereafter on August 1 and February 1 of each year. The legal opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California will be furnished to the successful bidder. Further information may be obtained from Fieldman Rolapp & Associates, Attention: Katrina Heller, 2100 S.E. Main Street, Suite 210, Irvine, California 92714 (714) 660-8500. George Scarborough Acting City Clerk -2- 335 SECTION 3. The preliminary official statement prepared by Fieldman Rolapp & Associates and 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, and to so signify to Fieldman Rolapp & Associates. 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 or Acting City Clerk is hereby 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 said City thereof; but the failure, in whole or in part, to comply with this section shall not in any manner affect the validity of the sale of said Bonds. Said notice and bid form shall be substantially as follows- -3- 336 NOTICE INVITING BIDS ON $4,995,000 SERIES 1990 GENERAL OBLIGATION BONDS OF CITY OF SAN JUAN CAPISTRANO (OPEN SPACE PROGRAM) NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $4,995,000 par value general obligation bonds of CITY OF SAN JUAN CAPISTRANO of Orange County, California, will be received by the City Council of said City at the place and up to the time below specified: TIME: 11:00 A.M. July 17, 1990 PLACE: FIELDMAN ROLAPP & ASSOCIATES Attention: Katrina Heller 2100 S.E. Main Street, Suite 210 Irvine, California 92714 MAILED BIDS: CITY OF SAN JUAN CAPISTRANO c/o Fieldman Rolapp & Associates Attention: Katrina Heller 2100 S.E. Main Street, Suite 210 Irvine, California 92714 TELECOPIED BIDS: Bids may be telecopied at the sole risk of the bidder to (714) 493-1053. OPENING OF BIDS: The bids will be received and opened at 11:00 A.M. on July 17, 1990, and reported to the City Council of the City at its meeting later the same day. ISSUE: $4,995,000 designated "SERIES 1990 GENERAL OBLIGATION BONDS OF CITY OF SAN JUAN CAPISTRANO (OPEN SPACE PROGRAM)", shall be all in the denomination of $5,000 each or any whole multiple thereof. MATURITIES: The bonds will mature in consecutive numerical order on August 1 in the amounts for each of the several years as follows, subject to revision at the option of the City in order to achieve level debt service: MIM Principal Principal Years Amount Years Amount 1991 $120,000.00 2001 $235,000.00 1992 130,000.00 2002 255,000.00 1993 135,000.00 2003 270,000.00 1994 145,000.00 2004 295,000.00 MIM REGISTRATION: The bonds will be issued only in fully registrable form. REDEMPTION: The bonds maturing prior to August 1, 2000 are not subject to call and redemption prior to maturity. The bonds maturing on or after August 1, 2000 may be redeemed prior to maturity at the option of the City, from any source of funds, on August 1, 1999 or on any Interest Payment Date thereafter, as a whole or in part, and if in part as nearly as practicable on a pro -rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued interest to the date of redemption: Redemption Dates Redemption Prices August Principal 1999 Principal Years Amount Years Amount 1995 155,000.00 2005 315,000.00 1996 165,000.00 2006 340,000.00 1997 175,000.00 2007 365,000.00 1998 190,000.00 2008 395,000.00 1999 205,000.00 2009 425,000.00 2000 220,000.00 2010 460,000.00 INTEREST: The bonds shall bear interest at a rate or rates to be fixed upon the sale thereof, but not to exceed 12% per annum, from August 1, 1990, payable on February 1, 1991 and thereafter semiannually on each February 1 and August 1. PAYMENT: Said bonds will be payable in lawful money of the United States of America at the principal corporate trust office of [name of Paying Agent to come) in Los Angeles, California. Interest on the bonds will be paid by check or draft mailed to the registered owner. REGISTRATION: The bonds will be issued only in fully registrable form. REDEMPTION: The bonds maturing prior to August 1, 2000 are not subject to call and redemption prior to maturity. The bonds maturing on or after August 1, 2000 may be redeemed prior to maturity at the option of the City, from any source of funds, on August 1, 1999 or on any Interest Payment Date thereafter, as a whole or in part, and if in part as nearly as practicable on a pro -rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued interest to the date of redemption: Redemption Dates Redemption Prices August 1, 1999 or February 1, 2000 102.0% August 1, 2000 or February 1, 2001 101.5% August 1, 2001 or February 1, 2002 101.0% August 1, 2002 or February 1, 2003 100.5% August 1, 2003 and thereafter 100.0% INTEREST RATE: The maximum rate bid may not exceed 12% per annum. Each rate bid must be a multiple of 1/Sth of 1% or 1/20th of 1%. No bond shall bear more than one interest rate, and all bonds of the same maturity shall bear the same -5- rate. Each bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. The rate on any maturity or group of maturities shall not be more than 2% higher than the interest rate on any other maturity or group of maturities. All bonds of a single maturity must bear the same or higher interest rate than bonds of a previous maturity. AWARD: The bonds shall be sold for immediately available funds only. All bids must be for not less than all of the bonds hereby offered for sale; and each bid shall state that the bidder offers accrued interest to the date of delivery, the purchase price, which may be par or par plus a premium but not par less a discount, and the interest rate or rates not to exceed those specified herein, at which the bidder offers to buy said bonds. Each bidder shall state in its bid the total net interest cost in dollars and the average net interest rate determined thereby, which shall be considered informative only and not a part of the bid. BEST BIDDER: The bonds will be awarded to the lowest responsible bidder or bidders considering the interest rate or rates specified and the premium offered, if any. Subject to the foregoing condition, the highest bid will be determined by deducting the amount of the premium bid (if any) to the total amount of interest which the City would be required to pay from the date of the bonds to the respective maturity dates thereof at the rate or rates specified in the bid; and the award will be made on the basis of the lowest net interest cost to the City. The purchaser must pay accrued interest from the date of the bonds to the date of delivery, computed on a 360 -day year basis. The cost of printing the bonds will be borne by the City. RIGHT OF REJECTION: The City reserves the right, in its discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. PROMPT AWARD: The City will take action awarding the bonds or rejecting all bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of proposals; provided that the award may be made after the expiration of the specified time if the bidder shall not have given the City notice in writing of the withdrawal of such proposal. PLACE OF DELIVERY: Delivery of said bonds will be made to the successful bidder at Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California or, at the option of the successful bidder, at such other place as may be agreed upon by the City and the purchaser. PROMPT DELIVERY: CANCELLATION FOR LATE DELIVERY: It is expected that said bonds will be delivered to the successful bidder within 30 days from the date of sale thereof. The successful bidder shall have the right, at its option, to cancel the contract of purchase if the City shall fail to execute the bonds and tender them for delivery within 60 days from the date herein fixed for the receipt of bids, and in such event the successful bidder shall be entitled to the return of the check accompanying its bid. FORM OF BID: Each bid, together with the bid check must be in a sealed envelope, addressed to the City with the envelope and bid clearly marked "PROPOSAL FOR CITY OF SAN JUAN CAPISTRANO BONDS", care of Fieldman, Rolapp & Associates, or bids may be telecopied if clearly marked with the above information. See "Telecopied Bids" below. TELECOPIED BIDS: Telecopied bids are at the sole risk of the bidder and will be accepted only upon prior receipt of a bid check (described below) by Fieldman, Rolapp & Associates at their Irvine office no later than 11:00 a.m., July 17, 1990. Neither the City nor its Financial Advisor shall be responsible for any transmission equipment failure resulting in a bid not being accurately received or received later than 11:00 a.m. July 17, 1990, or other designated bid cut-off time or bid date. Telecopied bids should be sent to (714) 493-1053 on the morning of the bid in time sufficient to avoid reaching a busy signal if many bidders attempt to telecopy bids simultaneously. Neither the City nor its Financial Advisor shall be responsible if a busy signal is reached in such case. BID CHECK: A certified or cashier's check on a responsible bank or trust company in the amount of $45,000 payable to the order of the City must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for said bonds in accordance with the terms of its bid. The check accompanying any accepted proposal shall be applied on the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the City, shall then be cashed and the proceeds retained by the. City. The check accompanying each unaccepted proposal will be returned promptly. CHANGE IN TAX-EXEMPT STATUS: At any time before the bonds are tendered for delivery, the successful bidder may disaffirm and withdraw the proposal if the interest received by private holders from bonds of the same type and character shall be declared to be included in gross income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be -7- required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. LEGAL OPINION: The unqualified opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, approving the validity of said bonds and stating that under existing statutes, regulations, rulings and court decisions, interest on the bonds is excluded from gross income for federal income tax purposes, and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws, will be furnished the successful bidder at or prior to the date of delivery of the bonds, at the expense of the City. A copy of the legal opinion certified by an officer of the City by his/her facsimile signature will be printed on the back of each bond without cost to the successful bidder. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the bonds, but neither the failure to print such numbers on any bond nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the bonds. All expenses of printing CUSIP numbers on the bonds shall be paid by the City, but the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the purchaser. UNDERWRITER'S CLOSING CERTIFICATE: The accepted bidder shall deliver to the City a certificate dated the date of purchase of the bonds indicating: (i) the initial offering prices at which a substantial portion of the bonds (not less than 10% of each maturity of the bonds) was sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers), (ii) the "yield" on the bonds as calculated in accordance with the Internal Revenue Code of 1986, and (iii) such other information as may be required to assist the City in completing the required Internal Revenue Service Form 8038-G for the bonds or as may be required by bond counsel. CALIFORNIA DEBT ADVISORY COMMISSION FEE: Attention of bidders.is directed to California Government Code Section 8856 and a resolution adopted pursuant thereto, which provides that the lead underwriter or the purchaser of the bonds may be charged the California Debt Advisory Commission fee. CLOSING DOCUMENTS: In addition to the opinion of bond counsel referred to above, at the time of payment for the delivery of the bonds, the City will furnish the successful bidder the following documents, all to be dated as of the date of delivery: IM 341 1. NonArbitrage Certificate -- A certificate of an appropriate officer of the City certifying that, on the basis of facts, estimates and circumstances in effect at the time of delivery of the bonds, it is not expected that the proceeds of the bonds will be use in a manner that will cause the bonds to be arbitrage bonds. 2. No Litigation. Certificate -- A certificate of an appropriate officer of the City certifying that there is not litigation pending, or, in the best of such officer's knowledge, threatened against the City affecting the validity of the bonds. 3. Signature Certificate -- A certificate of appropriate officers of the City indicating that they have signed the bonds by manual or facsimile signature and that they were duly authorized to execute the same. 4. Treasurer's Receipt -- The receipt of the Treasurer of the City showing that the purchase price of the bonds, including accrued interest to the date of delivery, if any, has been received by the City. 5. Certificate Concerning Official Statement -- A certificate of an appropriate officer of the City, acting in such person's official and not personal capacity, to the effect that at the time of the sale of the bonds and at all times subsequent thereto up to and including the time of delivery of the bonds, the Official Statement relating to the bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. OFFICIAL STATEMENT: The City will furnish to the successful bidder, at no charge, such number of copies of the Official Statement as said bidder may reasonably request (but not to exceed 250) for use in connection with any resale of the bonds. INFORMATION AVAILABLE: Requests for information concerning the City should be addressed to: Fieldman Rolapp & Associates 2100 S.E. Main Street, Suite 210 Irvine, California 92714 Attention: Katrina Heller Telephone: (714) 660-8500 2 1 GIVEN by order of the City Council of CITY OF SAN JUAN CAPISTRANO adopted on 1990. 4Ac*ng4Ca erk of the City of San Jtrano -10- The bid form shall be substantially as follows: BID FORM FOR CITY OF SAN JUAN CAPISTRANO 1990 TO: City Council City of San Juan Capistrano C/O FIELDMAN, ROLAPP & ASSOCIATES 2100 S.E. Main Street, Suite 210 Attention: Katrina Heller Irvine, California 92714 FOR: Proposal for $4,995,000 Series 1990 General Obligation Bonds of City of San Juan Capistrano (Open Space Program) In accordance with all terms and conditions of your Notice of Sale dated 1990, we submit the following bid for said Bonds to be dated August 1 1990, with interest payable February 1, 1991, and thereafter semiannually on August 1 and February 1: We will pay the following interest rates: WE UNDERSTAND THAT THE ANNUAL INSTALLMENTS OF PRINCIPAL SCHEDULED TO MATURE EACH YEAR O14 AUGUST 1 AS SET FORTH ABOVE MAY BE ADJUSTED AT THE OPTION OF THE CITY IN ORDER TO ACHIEVE LEVEL DEBT SERVICE ON THE BONDS. We will pay $ , which is par, plus a premium of S plus accrued interest to date of delivery. As a matter of information, the interest cost, in accordance with the above bid, is: Gross Interest Cost $ Premium S TOTAL NET INTEREST COST $ Effective Net Interest Rate o -11- Principal Interest Principal Interest Years Amount Rate Bid Years Amount Rate Bid 1991 5120,000.00 % 2001 $235,000.00 % 1992 130,000.00 2002 255,000.00 1993 135,000.00 2003 270,000.00 1994 145,000.00 2004 295,000.00 1995 155,000.00 2005 315,000.00 1996 165,000.00 2006 340,000.00 1997 175,000.00 2007 365,000.00 1998 190,000.00 2008 395,000.00 1999 205,000.00 2009 425,000.00 2000 220,000.00 2010 460,000.00 WE UNDERSTAND THAT THE ANNUAL INSTALLMENTS OF PRINCIPAL SCHEDULED TO MATURE EACH YEAR O14 AUGUST 1 AS SET FORTH ABOVE MAY BE ADJUSTED AT THE OPTION OF THE CITY IN ORDER TO ACHIEVE LEVEL DEBT SERVICE ON THE BONDS. We will pay $ , which is par, plus a premium of S plus accrued interest to date of delivery. As a matter of information, the interest cost, in accordance with the above bid, is: Gross Interest Cost $ Premium S TOTAL NET INTEREST COST $ Effective Net Interest Rate o -11- This offer is subject to a satisfactory legal opinion by Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, approving the validity of the bonds, at your expense. Enclosed herein is a Cashier's or Certified check in the amount of $ payable to the order of the City of San Juan Capistrano, which funds we request be returned promptly in the event we are not the successful bidder, otherwise to be retained and applied against the purchase price of the Bonds. This bid is made subject to all of the terms and conditions of the Notice Inviting Bids, all of which terms and conditions are hereby accepted by us and are made a part hereof. Submitted by: (Representative's Printed Name) Other Members of the Syndicate are: (Representative's Signature) Firm: Date: Check Number: -12- ADOPTED, SIGNED AND APPROVED this 19th d2L of June , 1990. (SEAL) ty of San ATTEST: ing Gity4CIerk of City of X Juan C f istrano 06/12/90 9672n/2658/001 -13- 63 NG STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) I, GEORGE SCARBOROUGH, Acting City Clerk of City of San Juan Capistrano, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of said City at a regular meeting of said City Council held on the 19th day of June 1990, and that it was so adopted by the following vote: AYES: Councilmembers NOES: Councilmembers: Schwartze, Friess, Buchheim, Bland and Mayor Hausdorfer ABSENT: Councilmembers: ABSTAIN: Councilmembers: 9ciCi Clerk o of San J an Capi trano (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) I, GEORGE SCARBOROUGH, Acting City Clerk of City of San Juan Capistrano, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO.90-6-19-6of said City Council, and that the same has not been amended or repealed. Dated: June 19 , (SEAL) 06/12/90 9672n/2656/001 -14- W