Resolution Number 09-10-06-03RESOLUTION NO. 09-10-06-03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN JUAN CAPISTRANO, CALIFORNIA, DECLARING ITS
INTENTION TO SELL BONDS OF SAID CITY IN THE
AMOUNT OF NOT TO EXCEED THIRTY MILLION
DOLLARS ($30,000,000), FIXING THE TIME AND PLACE
FOR TAKING BIDS AND DIRECTING PUBLICATION OF
NOTICE INVITING BIDS
WHEREAS, this City Council deems it proper and the necessary that bids be
invited for bonds (the "Bonds") of the CITY OF SAN JUAN CAPISTRANO in the amount
of not to exceed $3.0,000,000, and that if bids are satisfactory, said Bands be sold in the
manner and at the time and place hereinafter set forth;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San
Juan Capistrano, as follows:
SECTION 1. Sealed bids for the purchase of the Bonds in the amount of not to
exceed $30,000,000 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 Thursday, December 10, 2009, or such other date and time as is
selected by the City Manager, Assistant City Manager, or their written designees, and, if
determined to be in the best interests of the City by the City Manager or the Assistant
City Manager, or their written designees, at such later date as specified pursuant to the
Official Notice Inviting Bids and Bid Form attached hereto as Exhibit A, thereafter until a
bid is accepted.
SECTION 2. The City Clerk is hereby authorized and directed to cause to be
published a notice inviting such sealed bids in The Register and in The Band Buyer,
DOCSOC/1355335v5/022658-0027 I 10-6-2009
each of which is a newspaper of general circulation, circulated within the State, said
publication to be at least five (5) days prior to the date of opening bids stated in the
notice.
The notice shall be substantially as follows:
NOTICE OF SALE
$30,000,000"
CITY OF SAN JUAN CAPISTRANO
GENERAL OBLIGATION BONDS
ELECTION OF 2008, Series 2009A
(Open Space Measure)
ORANGE COUNTY, CALIFORNIA
Bids will be received up to 10:00 o'clock A.M., Thursday, December 10, 2009 by
electronic means through Parity, administered by i -Deal LLC for the purchase of general
obligation bonds (the "Bonds") of the CITY OF SAN JUAN CAPISTRANO (the "City")
The principal of and the interest on the Bonds will be paid from ad valorem taxes
to be levied on all taxable property within the City, without limitation of rate or amount.
The Bonds will mature serially on August 1 of each year, commencing August 1,
2011, as provided in the Resolution of Issuance for the Bonds. Interest will be paid on
February 1, 2010 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.
" Preliminary, subject to change.
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DOCSOCI1355335v51022658=0427 10-6-2069
Further information may be obtained from the City's Financial Advisor: Fieldman,
Rolapp & Associates, 19900 MacArthur Blvd., Irvine, California 92612, Telephone (949)
660-7300, Fax (949) 474-8773.
Maria Morris
Acting City Clerk
DOCSOC/ 13 55 335 v5/02265 8-0027 10-6-2009
SECTION 3. 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 Assistant City Manager, or their written
designees, and each of the City Manager, the Assistant City Manager 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 City Clerk or Fieldman, Rolapp & Associates is hereby
authorized and directed to cause to be furnished to prospective bidders copies of a
notice inviting bids, the bid form and the preliminary official statement; 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 the Bonds. The 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 or
the Assistant City Manager is hereby authorized and directed to award the Bonds to the
best bidder at a price of par or better, provided the true interest cost to the City shall not
exceed eight percent (8%) per annum, provided she or he may, in her or his discretion,
reject all bids. Feldman, Rolapp & Associates
DOCSOC/ 1.355333v5/022658-0027 10-6-2009
PASSED, APPROVED AND ADOPTED this Gtr, day of October, 2009.
�G
Mayor of the City of Sa Juan Capistrano
0
Cit)�,Cl l -off the City of/8a6� Juan Capistrano
APPROVE AS TO FORM:
City Attorney
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DOCSOC/t 355335v5/022658-0427 10-6-2009
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
1, Maria Morris, Acting City Clerk of the City of San Juan Capistrano, hereby
certifies 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 6th day of October, 2009, and that it
was so adopted by the following vote:
AYES: Councilmembers: Allevato, Freese, Hribar, Uso and Mayor Nielsen
NOES: Councilmembers: None
ABSENT: Councilmembers: N
(SEAL)
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DOCSOC/1355335v5/022658-0027 10-6-2009
43mlli -mr-ly
OFFICIAL NOTICE INVITING BIDS
AND BID FORM
$30,000,000*
CITY OF SAN JUAN CAPISTRANO
GENERAL OBLIGATION BONDS
ELECTION OF 2008, SERIES2009A
(OPEN SPACE MEASURE)
(Orange County, California)
Date of Sale
, 2009
10:00 a.m., Pacific Daylight Time
Bids to be received through:
Parity (administered by Weal LLC)
` Preliminary, subject to change.
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DOCSOC/13 55335 v5/022658-0027
OFFICIAL NOTICE INVITING BIDS
$30,000,000'
CITY OF SAN JUAN CAPISTRANO
GENERAL OBLIGATION BONDS
ELECTION OF 2008, SERIES A
(OPEN SPACE MEASURE)
NOTICE IS HEREBY GIVEN that electronically transmitted sealed bids will be received
by the City of San Juan Capistrano (the "City") for the purchase of $30,000,000
aggregate principal amount of City of San Juan Capistrano General Obligation Bonds
Election of 2008, Series2009A (Open Space Measure) (the "Bonds")
The Bonds are general obligations of the City, payable from ad valorem taxes, unlimited
as to rate or amount, levied against all taxable property in the City (except for certain
classes of personal property). The Bonds are more particularly described in the
Resolution of the City Council and Supplement to Resolution (collectively, the
"Resolution"). Copies of the Resolution will be furnished to any interested bidder upon
request. The bids will be received and opened by Parity, up to the time specified below.
Time And Place: Bids for the purchase of the Bonds must be received through Parity,
administered by i -Deal LLC (`"i -Deal") as the approved electronic bidding system by
10:00 a.m. Pacific Daylight Time on , 2009 (subject to the provisions
described below under the caption "Electronic Bids"), or at such later date and/or other
time as shall be established by the City and through i -Deal. If no legal bid or bids are
received for the Bonds on , 2009 or if the sale date and/or time is
postponed or rescheduled, bids will be received at the same time and place specified on
such other date as shall be designated by the City and communicated as set forth
herein under the caption "Rescheduling of Sale."
The Bonds are more particularly described in the Preliminary Official Statement, dated
.2009.
The Preliminary Official Statement and Official Notice of Sale are available at no cost in
an electronic version on the website of Parity(https:l/www.newissuehome.i-dea1.com).
Submission of Bids: Bids will be delivered electronically solely through Parity,
administered by i -Deal LLC ("i -Deal"). However, the City will not be responsible for
untimely receipt or non -receipt of bids sent electronically. Bidders assume all risks of
failure of such transmissions.
Further information about i -Deal, may be obtained from:
i -Deal LLC
40 West 23`d Street, 5t' Floor
New York, New York 10010
Phone: (212) 8120602
www.i-deal.com
Preliminary, subject to change.
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DOCSOC/ 135533 5v5/€322658-0027
IMPORTANT NOTE: The winning bidder will be required to pay, from underwriter's
gross compensation, certain costs of issuance and funded interest of the Bonds. See
"Terms of Sale — Payment of Issuance Costs", herein.
Issue. $30,000,000' City of San Juan Capistrano General Obligation Bonds, Election of
2008, Series 2009A (Open Space Measure) .
Denomination. The Bonds will be executed and delivered in fully registered form
without coupons, in the denominations of $5,000 each or any integral multiple thereof
within a maturity, and numbered consecutively upward in order of authentication.
Date of Bonds. The Bonds will be dated the Date of Delivery, which is currently
anticipated to be on or about _ , 2009.
Interest Payments. Interest with respect to the Bonds will be paid semiannually on
February 1 and August 1 of each year, commencing February 1, 2010.
Maturities, The final principal amount and exact maturity schedule for the Bonds will be
determined at the time of award. For the purposes of calculating the best bid for the
Bonds the following maturity schedule shall be used, which assumes that Bonds,
payable August 1, will be issued for the full amount of $30,000,000.
Maturity Principal
August 1 Amounts
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Maturity Principal
August 1 Amounts
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
Serial Bonds And/Or Term Bonds. Bidders shall designate which maturities of Bonds
shown in the table above shall be issued as serial Bonds and which as term Bonds.
The principal amount of the mandatory sinking fund redemption in each year shall be
equal to the principal amount shown in the table above to mature in such year. No
` Preliminary, subject to change.
Preliminary, subject to adjustment as set forth herein.
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DOCSOC/ t 3 55335v5/022658-0027
mandatory sinking fund payments shall be required to be made prior to August 1,
Adjustment of Principal Amounts, The principal amounts set forth in this Official
Notice Inviting Bids reflect certain estimates of the City and its Financial Advisor with
respect to the likely interest rates of the winning bid contained in the winning bid and/or
the premium contained in the winning bid. The total principal amount of the Bonds and
the principal amounts payable in each of the years set forth above are subject to
adjustment in $5,000 increments to reflect the actual interest rates contained in the
winning bid; provided, however, that the adjusted aggregate principal amount of the
Bonds shall not exceed $30,000,000*. The winning bidder will be notified of any
adjustment in principal amounts prior to the time the Bonds are awarded. The
aggregate price bid by the successful bidder will be adjusted by the City proportionate to
any increase or decrease in the aggregate principal amount of the Bonds and without
consideration for the reoffering price by the successful bidder to the public of any
individual maturity of the Bonds. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW
ITS BID OR CHANGE THE INTEREST RATES BID OR ANY INITIAL REOFFERING
PRICES AS A RESULT OF ANY CHANGES MADE TO THE STATED PRINCIPAL
AMOUNTS.
Optional Redemption. Bonds maturing on or after August 1, 2020 are subject, at the
option of the City, to call for redemption prior to their stated maturities on any date
commencing August 1, 2019, as a whole or in part among maturities, and if in part as
nearly as practicable on a pro -rata basis, and by lot within a maturity, at a redemption
price, equal to the principal amount thereof, together with accrued interest to the date
fixed for redemption, without premium.
Book -Entry Only. The Bonds when executed and delivered, will be issued as fully -
registered securities registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"). DTC will act as securities
depository for the Bonds. Individual purchases of the Bonds will be made in book -entry
form only, in principal amounts of $5,000, or any integral multiple thereof. Payments of
principal, prepayment premium, if applicable, and interest evidenced by the Bonds are
to be made to purchasers by DTC through the Participants (as such term is used in the
Official Statement). Purchasers will not receive physical delivery of Bonds with their
purchase.
Purpose of Issue. The proceeds of the sale of the Bonds will be used for the purpose
of financing the construction and upgrading of and acquisition and improvement of land
for City open space, and to pay certain costs of issuance with respect to the Bonds.
Security. The Bonds are general obligations of the City, payable from ad valorem
taxes, unlimited as to rate or amount, levied against all taxable property in the City
(except for certain classes of personal property).
Paying Agent. The Bank of New York Mellon Trust Company, N.A.
Legal Opinion. The unqualified opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California, Bond Counsel, approving the
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DOCSOC/ 13 5533 5v5/022658-0027
validity of the 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 such interest is also exempt from personal income taxes of the State
of California under present State income tax laws, will be furnished to the Purchaser at
the time of delivery of the Bonds at the expense of the City. A copy of such opinion,
certified by an officer at the time of delivery of the City by his facsimile signature, will be
printed on the back of each Bond. No charge will be made to the Purchaser for such
opinion, printing or certification.
Rating. The City has applied for a municipal bond rating from Standard & Poor`s Rating
Services with respect to the Bonds and will pay the cost of such rating. Any other
applications for ratings and expenses related to these shall be the sole responsibility of
the bidder.
TERMS OF SALE
Interest Rate. Bidders must specify the rate or rates of interest per annum to be
evidenced by the Bonds, and the same rate or rates may be repeated as often as
desired provided, however:
(i) An interest rate may not exceed eight percent (8%) per annum.
(ii) Each interest rate specified must be in a multiple of 1120 or 118 of 1
percent.
(iii) No Bond may evidence interest at more than one rate.
(iv) Each Bond must bear interest from its date to its stated principal payment
date at the interest rate specified in the bid.
(v) All Bonds of the same stated principal payment date must bear interest at
the same rate.
(vi) The difference between the highest and lowest rate of interest bid may not
exceed four percentage points.
(vii) Annual debt service may not vary in amount from year to year in excess of
five percent (5%) of the total principal amount of the Bonds to be issued.
Basis of Award. Subject to the limitations set forth above, the Bonds will be awarded
on the basis of the lowest true interest cost, including- premium, if any, offered in the
bids. In the event two or more bids setting forth identical interest rates, premium, if any,
are received, the City reserves the right to exercise its own discretion and judgment in
malting the award and may award the Bonds on a pro rata basis in such denominations
as the City shall determine.
No Discount. No bid will be considered for less than the par value of the Bonds offered
for sale.
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BOCSOC/1 355335v5/022658-0027
Right of Rejection. The City reserves the right, in its discretion, to reject any and all
bids and to waive any irregularity or informality in any bid.
Prompt Award. The City will take action awarding the Bonds or rejecting all bids not
later than 26 hours after the hour designated above for the opening of bids, unless such
time of award is waived by the Purchaser.
Delivery and Payment. It is estimated that delivery of the Bonds will be made to the
Purchaser by , 20—. Payment of the purchase price must be made in
funds immediately available to the City.
Rescheduling of Sale. Prior to the time bids are to be received, the City may cancel,
postpone, or reschedule the sale upon no fewer than 24 hours' notice given through the
Thomson Municipal Market Monitor (TM3) or the Bloomberg Business News wire and
i -Deal. As an accommodation to bidders, telephone or fax notice of the postponement
of the sale date and of the new sale date and time, if any, will be given to any bidder
requesting such notice from the Financial Advisor. Failure of any bidder to receive such
Thomson Municipal Market Monitor (TM3) or the Bloomberg Business News wire,
telephone, electronic or fax notice shall not affect the sufficiency of any required notice
or the legality of the sale. 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 Inviting Bids except for the new date of sale and except for the changes
announced at the time the new sale date and times are announced.
Right of Cancellation. The Purchaser will have the right at its option to withdraw its
bid if the Bonds are not executed and tendered the same for delivery within sixty (60)
days from the date of sale thereof.
Form of Bid. All bids must be unconditional. Each bid submitted shall be deemed an
irrevocable offer to purchase all of the Bonds specified in the bid on the terms provided
in this Official Notice Inviting Bids, and shall be binding upon the bidder. All bids must
be for not less than all of the Bonds hereby offered for sale and for not less than one
hundred percent (100°/x) and no more than one hundred and five percent (105%) of the
par value thereof.
Payment of Issuance Costs. The successful bidder will be required to pay
$ in costs of issuance of the Bonds and up to $ in
capitalized interest through August 2010 from underwriter's gross compensation at the
time of delivery of the Bonds. This amount should not be added to the price paid for the
Bonds. Payment of this amount is not optional and is in addition to any premium for a
policy of municipal bond insurance. See "Bond Insurance" above. Therefore, bidders
should include payment of such costs in calculating their bids.
Estimate of True Interest Cost. Bidders are requested to supply a calculation of the
total true interest cost and the true interest rate of the Bonds on the basis of their
respective bids, which shall be considered as informative only and not binding on either
the bidder or the City.
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DOCS OC/ 1355335v5/022658-0027
CUSIP Numbers. It is anticipated that CUSIP identification numbers will be assigned to
the Bonds. It shall be the responsibility of the Purchaser to obtain CUSIP numbers.
Neither the failure to print such numbers on any Bond nor any error with respect thereto
shall constitute cause for failure or refusal by the Purchaser to accept delivery of and
pay for the Bonds in accordance with the terms of this Official Notice Inviting Bids. The
CUSIP Service Bureau charge for the assignment of said numbers shall be the
responsibility of and shall be paid for by the Purchaser.
California Debt and Investment Advisory Commission Fee. Bidders are advised
that, pursuant to Section 8856 of the California Government Code, it will be the
responsibility of the Purchaser to pay the statutory fee to the California Debt and
Investment Advisory Commission.
Other Fees. Each successful bidder shall also be required to pay for all fees required
by The Depository Trust Company, the Bond Market Association, the, Municipal
Securities Rulemaking Board, and any similar entity imposing fees in connection with
the issuance of the lot of the Bonds purchased by that bidder.
Closing Documents. In addition to the opinion of Band Counsel referred to above, at
the time of payment for the delivery of the Bonds, the City will furnish the successful
bidder the following documents, all to be dated as of the date of delivery:
1. No Litigation Certificate. At the time of delivery of the Bonds, the Purchaser will
receive a certificate of the City to the effect that there is no litigation pending or,
to the best of such officer's knowledge, threatened against the City affecting the
validity of the Bonds.
2. Signature Certificate. A certificate of appropriate officers of the City indicating
that they have signed the Bonds by manual or facsimile signature and that they
were duly authorized to execute the same.
3. Treasurer's Receipt. The receipt of the Treasurer or other authorized officer of
the City showing that the purchase price of the Bonds has been received by the
City.
4. Certificate Concerning Official Statement. A certificate of an appropriate
officer of the City, acting in such person's official and not personal capacity, to
the effect that at the time of the sale of the Bonds and at all times subsequent
thereto up to and including the time of delivery of the Bonds, to the best
knowledge of such officer, after due inquiry, the Official Statement (except for
information therein relating to municipal bond insurance and the book -entry
system, as to which no view will be expressed) relating to the Bonds did not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
5. Continuing Disclosure Agreement. An agreement executed by the City
covenanting to comply with the annual reporting requirements of Rule 15c2-12 of
the Securities and Exchange Commission (the "Rule").
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DOCSOC/ 1355 33 5v5/022658-0027
Certification of Reoffering Prices. The successful bidder shall be required, as a
condition to delivery of the Bonds, to certify original offering prices for the Bonds to the
City in writing in form and substance satisfactory to the City and to Bond Counsel.
Preliminary Official Statement and Final Official Statement. The Preliminary Official
Statement, dated , 2009, distributed in connection with the sale of the
Bonds, as the same may be supplemented on or prior to the bid date, (the "Preliminary
Official Statement"), has been deemed final by the City for purposes of the Rule, but is
subject to revision, amendment and completion in a final Official Statement (the
"Official Statement") as provided in the Rule. Within seven (7) business days after the
award of the bid, the City will furnish to the Purchaser, at no charge, up to 100 copies of
the Official Statement.
Right to Modify or Amend. The City reserves the right to modify or amend this Official
Notice Inviting Bids including, but not limited to, the right to adjust and change the
amortization schedule of the Bonds being offered as described above under the caption
"Adjustment of Principal Amounts."
Electronic Bids. The City will accept bids in electronic form solely through Parity,
administered by i -Deal, on the official bid form created by the City for such purpose.
Each bidder submitting an electronic bid understands and agrees by doing so that it is
solely responsible for all arrangements with i -Deal, that the City neither endorses nor
explicitly encourages the use of i -Deal, and that i -Deal is not acting as an agent of the
City. Instructions and forms for submitting electronic bids must be obtained from i -Deal,
and the City assumes no responsibility for ensuring or verifying bidder compliance with
i -Deal's procedures. The City shall be entitled to assume that any bid received via i -
Deal has been made by a duly authorized agent of the bidder.
The Financial Advisor, on behalf of the City, will make its best efforts to accommodate
electronic bids; however, the City and the Financial Advisor assume no responsibility for
proper functioning of the i -Deal system, 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 Financial Advisor at the place of bid opening, and the Financial Advisor shall not be
required to accept the time kept by i -Deal as the official time. The City and the Financial
Advisor assume no responsibility for informing any bidder prior to the deadline for
receiving bids that its bid is incomplete or not received.
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DOCSOC/I 355335v5/02265 8-0027
Information Available. Requests for copies of the Preliminary Official Statement
pertaining to the Bonds, the Official Notice Inviting Bids, or for other information
concerning the City or the Bonds should be addressed to the City's Financial Advisor:
Jim Fabian of Fieldman, Rolapp & Associates, 19900 MacArthur Blvd., Irvine, CA
92612, Telephone (949) 660-7300, Telefax (949) 474-8773, email
jfabian@fieldman.com. An electronic copy of the Preliminary Official Statement and
Official Notice of Sale are available on the website of Parity
(https://www.newissuehome.i-deaI.com).
CITY OF SAN JUAN CAPISTRANO
By: /s/ Maria Morris
Acting City Clerk
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DOCSOC/ 135533 50/022658-0027
f WX:
$30,000,000 -
BID FORM FOR
CITY OF SAN JUAN CAPISTRANO
GENERAL OBLIGATION BONDS
ELECTION OF 2008, SERIES A
(OPEN SPACE MEASURE)
TO: City of San Juan Capistrano
c/o Fiel man, Rolapp & Associates
19900 MacArthur Blvd
Irvine, CA 92612
FOR: Bid for $30,000,000 General Obligation Bonds, Election of 2008, Series A
Preliminwy, subject to change.
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DOCSOC/1355335v5/022558-0027