HomeMy WebLinkAboutRES 89-67DMBR0001-1/0023D/es
07/25/89 1015
RESOLUTION NO. 89-67
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
DIAMOND BAR, CALIFORNIA, PROVIDING FOR THE SALE
OF AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$3,000,000 OF TAX AND REVENUE ANTICIPATION NOTES
WHEREAS pursuant to Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code of the State of
California (the "Government Code"), the City of Diamond Bar,
California (the "City"), is authorized to (i) issue tax and revenue
anticipation notes the proceeds of which will be used and expended
for certain purposes, including current operating expenses, prior to
the receipt of certain anticipated revenues, and (ii) pledge certain
moneys to be received by the City for the payment of such notes and
the interest thereon; and
WHEREAS, the City' -Council of the City of Diamond Bar,
California (the "City Council"), deems it advisable to authorize
certain actions in connection with the issuance of notes to be
issued by the City; and
WHEREAS, the City Council deems it necessary to sell at
this time the aggregate principal amount not to exceed $3,000,000
Notes as authorized by a Resolution of Issuance to be approved (the
"Resolution of Issuance").
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY
THE CITY COUNCIL OF THE CITY OF DIAMOND BAR, CALIFORNIA, AS FOLLOWS:
Section 1. Sale Authorized. The sale of an aggregate
principal amount not to exceed Three Million Dollars ($3,000,000) of
City of Diamond Bar (Los Angeles County, California), 1989 Tax and
Revenue Anticipation Notes (herein sometimes referred to as the
"Notes"), in accordance with law, is hereby authorized.
I
Section 2. Notice of Intention to Sell Notes and
Official Notice of Sale. The Notice of Intention to Sell Notes is
hereby authorized, such notice to be substantially in accordance
with the Notice of Intention to Sell Notes attached hereto as
Exhibit "A" and by this reference incorporated herein. The
invitation for bids for the purchase of the Notes is hereby
authorized, such invitation to be substantially in accordance with
the Official Notice of Sale attached hereto as Exhibit "B" and by
this reference incorporated herein. Said Notice of Intention to
Sell Notes and Official Notice of Sale and the Bid Form (including
the memorandum of interest cost), attached hereto as Exhibit "C" and
incorporated herein by this reference, are hereby approved together
with such changes, modifications and amendments as shall be approved
by the City Manager, the Financial Consultant and Bond Counsel.
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Section 3. Publication of Notice of Intention to Sell
Notes. The City Clerk is hereby authorized and directed to cause
the Notice of Intention to Sell Notes to be published in the
San Gabriel Valley Tribune and the Progress Bulletin, newspapers
published and of general circulation in the City of Diamond Bar,
California, by at least one (1) insertion at least ten (10) days
prior to the day fixed for the receipt of bids, presently estimated
to be August 29, 1989. The City Clerk is hereby authorized and
directed to cause the Notice of Intention to Sell Notes to be
published in The Bond Buyer, a financial publication generally
circulated throughout the State, by at least one (1) insertion at
least fifteen (15) days prior to the day fixed for the receipt of
bids.
Section 4. Terms and Conditions of Sale. The term and
conditions of the offering and the sale of the Notes shall be as
specified in said Official Notice of Sale.
Section 5. Official Statement Authorized. The City
hereby authorizes, to be prepared and furnished to prospective
bidders for the Notes and to the successful bidder, an Official
Statement to be prepared by the Financial Consultant.
Section 6. Furnishing of Notice Inviting Bids and
Official Statement. The City Clerk and the Financial Consultant are
hereby authorized and directed to cause to be furnished to
prospective bidders a reasonable number of copies of the Official
Notice of Sale (including the Bid Form) and a reasonable number of
copies of the Official Statement.
Section 7. Authorization for Financial Consultant and
Bond Counsel. The City has previously approved Seidler -Fitzgerald
Public Finance as the Financial Consultant and Hawkins, Delafield &
Wood as Bond Counsel in connection with the Notes.
Section 8. General Authorization. The Financial
Consultant and/or Bond Counsel are hereby authorized and directed to
open the bids at the time! and place specified in said Official
Notice of Sale and to present the same to the City for
consideration. The Financial Consultant and/or Bond Counsel are
hereby authorized and directed to receive and record the receipt of
all bids made pursuant to said Official Notice of Sale, to cause
said bids to be examined for compliance with said Official Notice of
Sale, to cause computations to be made as to which bidder has bid
the lowest net interest cost to the City and to present such bids to
the City, as provided in said Official Notice of Sale, along with a
report as to the foregoing and any other matters deemed pertinent to
the award of the Notes and the proceedings for the issuance thereof.
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Section 9. The City Clerk shall certify to the adoption
of this Resolution.
PASSED, APPROVED
August J. 1989.
ATTEST:
LYNbA BURGESS, City Clerk
City of Diamond Bar
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF DIAMOND BAR
AND ADOPTED this 1st day
of
I, the undersigned, City Clerk of the City of Diamond Bar,
California, DO HEREBY CERTIFY that the above and foregoing is a
full, true and correct copy of Resolution No. 89-67, approved and
passed, August 1 1989, and that same has not been amended or
repealed.
1
Dated: August 1, 1989
(SEAL)
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L A BURGESS, 6ity Clerk
City of Diamond Bar
DMBR0001-9/0028D/es
07/25/89 245
NOTICE OF INTENTION TO SELL NOTES
In An Aggregate Principal Amount Not To Exceed
$3,000,000
CITY OF DIAMOND BAR
(Los Angeles County, California)
1989 Tax and Revenue Anticipation Notes
The City Council of the City 'of Diamond Bar, California
(the "City") intends to receive sealed bids for the above -referenced
1989 Tax and Revenue Anticipation Notes (the "Notes"), until
10:00 a.m. on August 29, 1989 at the offices of Seidler -Fitzgerald
Public Finance, 515 South Figueroa Street, 6th Floor, Los Angeles,
California 90071. The Notes in an aggregate principal amount not to
exceed Three Million Dollars ($3,000,000), will be issued as fully
registered Notes in denominations of $1,000 or any integral multiple
thereof, shall be dated their date of issuance, and shall mature on
September 4, 1990. The Notes shall bear interest at the rate to be
fixed upon the sale thereof, but not to exceed twelve percent (12%)
per annum payable at maturity and shall be offered for sale at a
price equal to not less than one^ percent (100%) of the principal
amount thereof. F1unC�re
I
Copies of the Official Notice of Sale, together with the
Bid Form and copies of the Official Statement to be issued in
connection with the sale of the Notes, may be obtained from either
the City or the Financial Consultant to the City, Seidler -Fitzgerald
Public Finance, 515 South Figueroa Street, 6th Floor, Los Angeles,
California 90071, Telephone: (213) 624-4232.
I
Dated: August 1, 1989
LYN6A BURGESS, CIPty Clerk
City of Diamond Bar
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF DIAMOND BAR
I, LYNDA BURGESS , City Clerk of the City of Diamond
Bar, California, hereby certify that the foregoing Resolution
No. 89-67 was passed and adopted by the City Council of the
City of Diamond Bar, California, signed by the Mayor, and attested
to by the City Clerk at a regular meeting of said Council held on
t -he 1st day of August' 1989, and that said Resolution
was adopted by the following vote, to wit:
AYES: CouncilMembers _Forbing, Miller, Werner, Mayor Pro Tem
Horcher, Mayor Papen
NOES: CouncilMembers None
ABS=':T: CouncilMembers None
_LYN09 BURGESS, City Jerk
City of Diamond Bar
EXHIBIT "A"
NOTICE OF INTENTION TO SELL NOTES
EXHIBIT "B"
CITY OF DIAMOND BAR, CALIFORNIA
OFFICIAL NOTICE OF SALE
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07/25/89 250
CITY OF DIAMOND BAR, CALIFORNIA
OFFICIAL NOTICE OF SALE
Aggregate Principal Amount Not to Exceed
$3,000,000
CITY OF DIAMOND BAR
(LOS ANGELES COUNTY, CALIFORNIA)
1989 TAX AND REVENUE ANTICIPATION NOTES
NOTICE IS HEREBY GIVEN that sealed proposals for the
purchase of an aggregate principal amount not to exceed Three
Million Dollars ($3,000,000) principal amount of tax and revenue
anticipation notes of the City of Diamond Bar, California
(hereinafter referred to as the "City") will be received by the City
up to the time and at the place specified:
Time: 10:00 A.M.
August 29, 1989
Place: Seidler -Fitzgerald Public Finance
515 South Figueroa Street, 6th Floor
Los Angeles, California 90071
OPENING OF THE BIDS AND EXTENDED BID TIME: The bids will
be received at the above time and place, will be opened by the
Financial Consultant and/or Bond Counsel (and, without further
advertisement and so long as a proposal has not theretofor been
accepted by the City, at 10:00 a.m. on September 5, 1989 and on each
Tuesday, at 10:00 a.m. thereafter until otherwise directed by the
City) and will be presented to the City at its meeting to be held
later on the day on which the bids are received.
J THE NOTES
ISSUE; BOOK ENTRY ONLY SYSTEM: Aggregate Principal Amount
Not to Exceed Three Million Dollars ($3,000,000) designated City of
Diamond Bar (Los Angeles County, California), 1989 Tax and Revenue
Anticipation Notes (the "Notes"), consisting of denominations of One
Thousand Dollars ($1,000) each or any integral multiple thereof and
dated as of their date of issuance. The exact issue size may be
modified, as set forth in the Preliminary Official Statement. See
"Official Statement" herein.
The Notes will be issued by a book entry system with no
physical distribution of Notes made to the public. The Depository
Trust Company, New York, New York ("DTC") will act as Depository for
the Notes, which will be immobilized in their custody. The Notes
will be registered in the name of Cede & Co., as nominee for DTC.
B - 1
DTC is an automated depository for securities and
clearinghouse for securities transactions, and will be responsible
for establishing and maintaining a book -entry system for recording
the ownership interests of its participants, which include certain
banks, trust companies and securities dealers, and the transfers of
the interests among its participants. The DTC participants will be
responsible for establishing and maintaining records with respect to
the beneficial ownership interests of individual purchasers in the
Notes. Individual purchases of beneficial ownership interests in
the Notes may only be made through book entries (without
certificates issued by the City) made on the books and records of
DTC (or a successor depository) and its participants, in the
denominations of $1,000 or integral multiples thereof. Principal of
and interest on the Notes will be payable by the City to DTC or its
nominee as registered owner of the Notes. Transfer of principal and
interest payments to participants of DTC will be the responsibility
of DTC; transfer of principal and interest payments to beneficial
owners by participants of DTC will be the responsibility of such
participants and other nominees of beneficial owners. THE CITY WILL
NOT BE RESPONSIBLE OR LIABLE FOR PAYMENTS BY DTC TO ITS PARTICIPANTS
OR BY DTC PARTICIPANTS TO BENEFICIAL OWNERS OR FOR MAINTAINING,
SUPERVISING OR REVIEWING THE RECORDS MAINTAINED BY DTC, ITS
PARTICIPANTS OR PERSONS ACTING THROUGH SUCH PARTICIPANTS.
MATURITY: The Notes will mature, without option of
'^ redemption, on September 4, 1990.
INTEREST: The Notes will bear interest at a rate to be
fixed upon the sale thereof but not to exceed twelve percent (120)
per annum, payable at maturity and computed on a 30 -day month,
360 -day year basis.
PAYMENTS: Both the principal of and interest on the Notes
shall be payable at maturity, in lawful money of the United States
of America, at DTC.
REDEMPTION: The outstanding Notes may not be called before
maturity. I
PURPOSE OF ISSUE: The Notes are to be issued by the City
under and pursuant to Article 7.6, Chapter 4, Part 1, Division 2,
Title 5 of the Government Code of the State of California to be used
and expended for certain purposes, including current operating
expenses, prior to the receipt of certain anticipated revenues,
pursuant to a Resolution providing for the issuance of the Notes to
be adopted by the City (the "Resolution"), to which reference is
made for further particulars. The Notes are more particularly
described in the Preliminary Official Statement, copies of which
will be furnished to any interested bidder upon request. See
-- "Official Statement" herein.
B - 2
SECURITY: The Notes are general obligations of the City
and, to the extent not paid from the Pledged Revenues (as defined
herein), shall be paid with interest thereon from any other moneys
of the City lawfully available therefor. Each Note shall be secured
by the Pledged Revenues ratably according to the amount of principal
and interest due thereon. The Notes are secured by a pledge of the
Unrestricted Funds (as defined herein) expected to be received as
follows: the first $500,000 thereof in December 1989; the first
$500,000 thereof in January 1990; the first $500,000 thereof in
February, 1990; the first $500,000 thereof in March, 1990; the first
$400,000 thereof in April, 1990; and the first $600,000 together
with an amount sufficient to pay the interest on the Notes in May
1990 (all of said portions of the Unrestricted Funds pledged to pay
the principal of and interest on the Notes hereinafter referred to
as the "Pledged Revenues"). "Unrestricted Funds" means taxes,
income, revenues, cash receipts, and other moneys intended as
receipts for the General Fund and other unrestricted funds of the
City and which are generally available for the payment of current
expenses and other obligations of the City.
Said pledged moneys shall be deposited by the City
Treasurer in a special account in the General Fund of the City
de$ignated the "Repayment Account," established, created and
maintained by said City Treasurer. Moneys shall be withdrawn from
said fund for the sole purpose of paying the principal of and the
interest on the Notes at their maturity.
By statute, the Notes are declared to be general
obligations of the City and to the extent not paid from said pledged
moneys shall be paid with the interest thereon from any other moneys
of the City lawfully available therefor. Under provisions of the
California Constitution, the City is generally prohibited from
incurring any indebtedness or liability exceeding in any year the
income and revenue provided for such year, without the assent of
two-thirds of its qualified electors voting at an election called
for such purpose.
a NUMBER OF BIDS: Bidders may submit more than one bid.
BANK ELIGIBLE: The City has designated the Notes as
"qualified tax-exempt obligations" for the purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended (the
"Code").
TERMS OF SALE:
INTEREST RATE: The rate may not exceed twelve percent
(12%) per annum, payable at maturity. Bidders must specify the rate
of interest which the Notes shall bear, provided that: (i) bids
-- must be for all Notes; (ii) no Note shall bear more than one rate of
interest; (iii) each Note shall bear interest from its date to its
stated maturity at the interest rate specified in the bid; and (iv)
the interest rate specified must be in a multiple of 1/1000 of one
percent (1/1000th of 1%).
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AWARD OF BONDS: The Notes shall be sold for cash only
payable as provided below. All bids must be for not less than all
of the Notes hereby offered for sale plus accrued interest. Each
bid shall state that the bidder offers accrued interest to the date
of delivery, the purchase price, which shall not be less than
ninety-seven percent (97%) of principal and the interest rate not to
exceed that specified herein, at which the bidder offers to buy the
Notes. Each bidder shall state in his 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.
NUMBER OF.BIDS: Bidders may submit more than one bid.
HIGHEST BIDDER; NOTE PRINTING: The Notes will be awarded
to the highest responsible bidder considering the interest rate
specified and the premium or discount offered, if any. The highest
bid will be determined by deducting the amount of the premium bid
(if any) from, or adding the amount of the discount (if any) to, the
total amount of interest which the City would .be required to pay
from the date of the Notes to the 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. If two or more
bids provide the same lowest net interest cost, the City shall
determine by lot which bid shall be accepted, and such determination
shall be final. The purchaser must pay accrued interest from the
date of the Notes to the date of delivery thereof computed on a
360 -day year basis. The cost of printing the Notes will be borne by
the City.
RIGHT OF REJECTION: The City Manager, pursuant to
authority delegated to him by the City Council of the City of
Diamond Bar, California (the "City Council") reserves the right, in
his 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: Thi City Manager, pursuant to authority
delegated to him by the City Council, will take action awarding the
Notes or rejecting all bids not later than twenty-six (26) hours
after the time herein prescribed for the receipt of bids; provided
that the award may be made after the expiration of the specified
time if the bidder shall not have given to the City notice in
writing of the withdrawal of such 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 "Bid for Tax and Revenue Anticipation Notes of
the City of Diamond Bar". Each bid must be unconditional and in
accordance with the terms and conditions set forth or permitted
herein, and must be submitted on, or in substantial accordance with,
bid forms provided by the City.
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CALIFORNIA DEBT 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
Notes may be charged the California Debt Advisory Commission fee,
which is 1/100th of 1 percent of the principal amount of the Notes
not to exceed $1,500.
DELIVERY AND PAYMENT: It is estimated that the delivery of
the Notes will be made to DTC for the account of the successful
bidder on or about September 5, 1989. Payment for the Notes must be
made in funds immediately available to the City Treasurer by wire
transfer or other means acceptable to the City Treasurer. Any
expense of providing such funds shall be borne by the purchaser.
BID CHECK: A certified or cashier's check drawn on a
responsible bank or trust company in the amount of Thirty Thousand
Dollars ($30,000) payable to the order of the City, must accompany
each bid as a guaranty that the bidder, if successful, will accept
and pay for the Notes in accordance with the terms of his bid. No
interest shall be allowed on the good faith checks, and checks of
the unsuccessful bidders will be promptly returned to each bidder's
representative. The check accompanying any accepted bid shall be
cashed and the proceeds thereof applied to the purchase price. If
such bid is accepted but not performed, unless such failure of
performance shall be caused by any act or omission of the City, the
-- proceeds of the check accompanying any accepted bid shall be
retained by the City. The check accompanying each unaccepted bid
will be returned promptly. No interest shall be paid upon the
deposit made by any bidder.
CHANGE IN TAX EXEMPT STATUS: At any time before the Notes
are tendered for delivery, the successful bidder may disaffirm and
withdraw the bid if the interest received by private holders from
notes of the same type and character of the Notes shall be declared
to be included in gross income under existing federal income tax
laws, either by a ruling of the Internal Revenue Service or by a
decision of any federal court, or shall be declared included in
gross income by the terms jof any federal income tax law enacted
subsequent to the date of this notice.
CERTIFICATION OF REOFFERING PRICE: The successful bidder
shall be required, as a condition to the delivery of the Notes by
the City, to certify to the City in writing the price at which a
substantial amount of the Notes were sold to the public, in the form
and substance satisfactory to the City and Bond Counsel.
CLOSING DOCUMENTS: At the time of payment for the delivery
of the Notes, the City will furnish the successful bidder the
following documents, all to be dated as of the date of delivery:
1. Legal Opinion -- The opinion of the Bond Counsel firm
of Hawkins, Delafield & Wood, Los Angeles, California,
approving the validity of the Notes and stating that
interest on the Notes is excluded from gross income
for purposes of Federal income taxation by the United
States of America 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
time of delivery of the Notes at the expense of the
City. A copy of such opinion, certified by an officer
of the City by his facsimile signature, will be
printed on the back of each Note. The fees of Bond
Counsel for its services are expected to be paid from
Note proceeds, and no charge will be made to the
purchaser for such opinion, printing or certification.
2. Arbitrage and Use of Proceeds 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
Notes, it is not expected that the proceeds of the
Notes will be used in a manner that will cause the
Notes to be arbitrage bonds.
3. Certificates as to Signatures, Litigation and Delivery
and Payment -- A certificate of an appropriate officer
or officers of the City, certifying that among other
matters (a) there is no litigation pending or, to the
best of such officer's knowledge, threatened against
the City affecting the validity of the Notes, and
(b) the Notes have been signed by manual or facsimile
signature and that such officers were duly authorized
to execute the same.
4. Certificate Concerning Official Statement -- A
certificate of an appropriate officer of the City, to
the effect that, to the best of such officer's
knowledge and belief, and after reasonable
investigation: (a) neither the Official Statement nor
any amendment or supplement thereto contains any
untrue statement of a material fact or omits to state
any material fact necessary to make the statements
therein, in light of the circumstances in which they
were made, not misleading; (b) since the date of the
Official Statement, no event has occurred which should
have been set forth in an amendment or supplement to
the Official Statement which has not been set forth in
such an amendment or supplement; and (c) there has not
been any material adverse change in the operation or
financial affairs of the City since the date of the
Official Statement.
STATEMENT OF NET INTEREST COST: Each bidder is required to
state in its bid the total net interest cost of its bid in dollars
to the City, and the percentage net interest cost determined
thereby, which shall be considered informative only and not binding
on either the bidder or the City.
OFFICIAL STATEMENT: The City has caused a Preliminary
Official Statement to be prepared containing additional information
relating to the Notes and the City, copies of which may be obtained
from the City's Financial Consultant named below. 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 50) for this issue for use in connection
with any resale of the Notes.
INFORMATION AVAILABLE: Requests for copies of the Official
Statement pertaining to the Notes, the Official .Bid Form or for
other information concerning the City, should be addressed to
Seidler -Fitzgerald Public Finance, 515 South Figueroa Street, 6th
Floor, Los Angeles, California 90071, Telephone: (213) 624-4232.
/0029D
GIVEN by order of the City adopted on August 1, 1989.
Cit erk
City of Diamond Bay, California
B - 7
EXHIBIT "C"
BID FORM
DMBR0001-15/0035D/es
07/25/89 245
BID FORM
PROPOSAL FOR THE PURCHASE OF
$3,000,000
CITY OF DIAMOND BAR
(Los Angeles County, California)
1989 Tax and Revenue Anticipation Notes
, 1989
City of Diamond Bar
c/o Seidler --Fitzgerald Public Finance
515 South Figueroa Street
Los Angeles, California 90071-3396
Gentlemen:
We offer to purchase the $3,000,000 City of Diamond Bar 1989 Tax
and Revenue Anticipation Notes in the principal amount, maturing and
bearing interest as follows:
Principal P.mount Maturity Interest Rate
$3,000,000 September 4, 1990 %
and to pay therefor the principal amount thereof plus a premium of
$
This proposal is madO subject to all the terms and conditions of
the Official Notice of Sale of said Notes dated August 10, 1989, all of
which terms and conditions are made a part hereof as fully as though set
forth in full in this proposal.
This proposal is subject to acceptance, in whole or in part,
within twenty-six (26) hours after the expiration of the time for the
receipt of proposals, as specified in said Official Notice of Sale.
There is enclosed herewith a certified or cashier's check for
` one percent (1%) of the principal amount of the Notes, payable to the
order of the City of Diamond Bar.
We hereby request that (not to exceed 50) printed copies
of the Official Statement pertaining to the Notes be furnished us in
accordance with the terms of said Official Notice of Sale.
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The following is our computation made as provided in the
Official Notice of Sale, but not constituting any part of the foregoing,
of the net interest cost under the foregoing proposal:
Total Interest .............................. $
Less Premium ................................ $
Plus Discount ............................... $
Net Interest Cost ........................... $
Net Interest Rate ...........................
Following is a list of the members of our account on whose
behalf this bid is made.
For unsuccessful bidders:
I hereby acknowledge return of
our bid check:
By:
Title
Firm
Date
DMBR0001-15/0035D/es
Respectfully submitted,
Name of firm
Account Manager
By
Address
Name, address and phone number of.
Bidder's representative to be contacted
regarding closing procedures:
Name: _
Address
Phone
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