|
<br />57
<br />4826-7904-2280v7/200434-0005
<br />In the past five years the City and its related entities have failed on one occasion to comply with their
<br />respective prior continuing disclosure undertakings: the City failed to file notice of a rating upgrade on its Gas
<br />Tax Revenue Certificates of Participation (2007 Local Street Improvement Project) (the “2007 COPs”) that
<br />occurred on November 7, 2019. The 2007 COPs were prepaid in their entirety on December 23, 2019.
<br />In order to assist with compliance with its continuing disclosure obligations going forward, the City has
<br />adopted a Debt Management Policy which includes continuing disclosure procedures and retained Urban
<br />Futures, Inc. to assist in the preparation and filing of continuing disclosure reports and notices of enumerated
<br />events.
<br />UNDERWRITING
<br />The Bonds are being purchased by BofA Securities, Inc., as representative of itself, Samuel A. Ramirez
<br />& Co., Inc. and Stifel, Nicolaus & Company, Incorporated (collectively, the “Underwriters”), pursuant to a
<br />purchase agreement, dated the date hereof, by and between the City and the Underwriters. The Underwriters
<br />will purchase the Bonds from the City at an aggregate purchase price of $__________, representing the principal
<br />amount of the Bonds, less $__________ of Underwriter’s discount.
<br />The initial public offering prices stated on the inside front cover of this Official Statement may be
<br />changed from time to time by the Underwriters. The Underwriters may offer and sell the Bonds to certain dealers
<br />(including dealers depositing Bonds into investment trusts), dealer banks, banks acting as agents and others at
<br />prices lower than said public offering prices.
<br />BofA Securities, Inc., one of the Underwriters of the Bonds, has entered into a distribution agreement
<br />with its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”). As part of this arrangement,
<br />BofA Securities, Inc. may distribute securities to MLPF&S, which may in turn distribute such securities to
<br />investors through the financial network of MLPF&S. As part of this arrangement, BofA Securities, Inc., may
<br />compensate MLPF&S as a dealer for their selling efforts with respect to the Bonds.
<br />The Underwriters and their affiliates are full service financial institutions engaged in various activities,
<br />which may include securities trading, commercial and investment banking, financial advisory, investment
<br />management, principal investment, hedging, financing and brokerage services. The Underwriters and their
<br />affiliates have, from time to time, performed, and may in the future perform, such services for the City for which
<br />they received or will receive customary fees and expenses.
<br />In the ordinary course of their various business activities, the Underwriters and their affiliates may make
<br />or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities,
<br />which may include credit default swaps) and financial instruments (including bank loans) for their own account
<br />and for the accounts of their customers and may at any time hold long and short positions in such securities and
<br />instruments. Such investment and securities activities may involve securities and instruments of the City.
<br />The Underwriters and their affiliates may also communicate independent investment recommendations,
<br />market color or trading ideas and/or publish or express independent research views in respect of such assets,
<br />securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or
<br />short positions in such assets, securities and instruments.
<br />MUNICIPAL ADVISOR
<br />The City has retained Urban Futures, Inc., Tustin, California (the “Municipal Advisor”) as its
<br />municipal advisor in connection with the sale of the Bonds. The Municipal Advisor is not obligated to undertake,
<br />and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy,
<br />completeness or fairness of the information contained herein.
|