CC RESOLUTION 5260RESOLUTION NO. 5260
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO
AUTHORIZING THE SALE OF TAXABLE PENSION OBLIGATION BONDS TO
REFUND A PORTION OF THE CITY'S OBLIGATION TO THE CALIFORNIA
PUBLIC EMPLOYEES' RETIREMENT SYSTEM, AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT AND A
CONTINUING DISCLOSURE CERTIFICATE AND THE PREPARATION OF AN
OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO
SECTION 1: The City of El Segundo (the "City") is obligated by the Public Employees' Retirement
Law, Section 20000 et seq. of the California Government Code (the "Retirement Law"), to make
payments to the California Public Employees' Retirement System ("CaIPERS") relating to pension
benefits accruing to City employees who are CaIPERS members; and
SECTION 2: The City has entered into a contract with CaIPERS with respect to the City's
Miscellaneous Plan (the "Miscellaneous Plan"), the City's Safety Police First Tier Plan (the "Safety
Police First Tier Plan") and the City's Safety Fire Plan (the "Safety Fire Plan"), effective January
1, 1949, and witnessed December 21, 1948, and as amended effective June 1, 1956, January 2,
1969, March 5, 1969, November 1, 1973, January 1, 1978, July 1, 1979, October 1, 1981, January
1, 1984, December 1, 1985, May 7, 1987, February 4, 1988, July 1, 1989, July 5, 1991 and June
9, 1994, and as heretofore and hereafter amended from time to time (the "CaIPERS Contract"),
evidencing the City's obligation to pay the City's unfunded accrued actuarial liability and its normal
annual contribution to CaIPERS; and
SECTION 3: The City is authorized pursuant to Articles 10 and 11 (commencing with Section
53570) of Chapter 3 of Division 2 of Title 5 of the California Government Code to issue refunding
bonds for the purpose of refunding any evidence of indebtedness of the City; and
SECTION 4: As of June 30, 2019, based upon the actuarial reports of pension liability as
calculated by CaIPERS with respect to the Miscellaneous Plan, the Safety Police First Tier Plan
and the Safety Fire Plan of the City (collectively, the "Actuarial Reports"), the City had an
obligation in the amount of $151,299,753 (consisting of $34,576,384 for the Miscellaneous Plan,
$61,384,985 for the Police First Tier Plan, and $55,338,384 for the Safety Fire Plan) pursuant to
the CaIPERS Contract and the Retirement Law as an unfunded accrued actuarial liability; and
SECTION 5: The City desires to issue, and the City Council has pursuant to Resolution No. 5246
entitled "Resolution Of The City Of El Segundo, California Providing For The Issuance Of One Or
More Series Of City Of El Segundo Taxable Pension Obligation Bonds And Authorizing A Trust
Agreement, A Validation Action And Other Matters Relating Thereto" adopted on January 19,
2021 (the "Initial Resolution"), authorized the issuance of, its City of El Segundo (Los Angeles
County, California) Taxable Pension Obligation Bonds, Series 2021 (the "Series 2021 Bonds") in
an aggregate principal amount not exceeding the sum of (a) the City's unfunded accrued actuarial
liability with respect to the Miscellaneous Plan, the Safety Police First Tier Plan and the Safety
Fire Plan of the City under the CaIPERS Contract pursuant to the Retirement Law as of the date
of issuance of the Series 2021 Bonds as determined by CaIPERS, (b) any original issue discount
on the Series 2021 Bonds, and (c) the costs of issuance of the Series 2021 Bonds (including
underwriters' discount on the Series 2021 Bonds), for the purpose of refunding a portion of the
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City's unfunded accrued actuarial liability for City employees under the CalPERS Contract and
the Retirement Law and thereby providing funds to CaIPERS for investment; and
SECTION 6: CalPERS estimates that that the City's unfunded accrued actuarial liability for City
employees with respect to the Miscellaneous Plan, the Safety Police First Tier Plan and the Safety
Fire Plan of the City under the CalPERS Contract and the Retirement Law will be an amount at
least equal to $151,074,420 as of the date of issuance of the Series 2021 Bonds; and
SECTION 7: In order to provide for the authentication and delivery of the Series 2021 Bonds, to
establish and declare the terms and conditions upon which the Series 2021 Bonds are to be
issued and secured and to secure the payment of the principal thereof, premium, if any, and
interest thereon, the City proposes to enter into a Trust Agreement with U.S. Bank National
Association, as trustee (the "Trustee") (the "Trust Agreement"), and the City Council, pursuant to
the Initial Resolution, has approved the form of the Trust Agreement and authorized the Mayor of
the City, and such other member of the City Council as the Mayor may designate, the City
Manager, the Deputy City Manager and the Director of Finance of the City, and such other officers
of the City as the City Manager may designate (collectively, the "Authorized Officers"), for and in
the name of the City, to execute and deliver the Trust Agreement, with such changes, insertions
and omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Trust Agreement
by such Authorized Officer, subject to the provisions of the Initial Resolution; and
SECTION 8: The City Council, in the Initial Resolution, authorized and directed the Authorized
Officers, and each of them, for and in the name of the City, to bring a validation action under
Section 860 of the California Code of Civil Procedure seeking a judgment determining, among
other things, that the Series 2021 Bonds and the Trust Agreement will be valid, legal and binding
obligations of the City; and
SECTION 91: On April 12, 2021, a default judgment (the "Validation Judgment") was entered by
the Superior Court of the State of California for the County of Los Angeles in the case entitled
City of El Segundo v. All Persons Interested et al. (Case No. 21 TRCV00070); and
SECTION 10: J.P. Morgan Securities, LLC, as representative of itself and Stifel, Nicolaus &
Company, Inc (together, the "Underwriters"), has presented the City with a proposal, in the form
of a Bond Purchase Contract, to purchase the Series 2021 Bonds (such Bond Purchase Contract,
in the form presented to this meeting, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "Purchase Contract"); and
SECTION 11: Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-
12") requires that, in order to be able to purchase or sell the Series 2021 Bonds, the Underwriters
must have reasonably determined that an obligated person has undertaken in a written agreement
or contract for the benefit of the holders of the Series 2021 Bonds to provide disclosure of certain
financial information and certain enumerated events on an ongoing basis; and
SECTION 12: In order to cause such requirement to be satisfied, the City desires to enter into a
Continuing Disclosure Certificate (such Continuing Disclosure Certificate, in the form presented
to this meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, being referred to herein as the "Continuing Disclosure Certificate"); and
SECTION 13: There has been prepared a Preliminary Official Statement to be distributed in
connection with the public offering of the Series 2021 Bonds (such Preliminary Official Statement
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in the form presented to this meeting, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); and
SECTION14: There has been prepared and submitted to this meeting a form of the Purchase
Contract, the Continuing Disclosure Certificate and the Preliminary Official Statement; and
SECTION 15: All acts, conditions and things required by the laws of the State of California to
exist, to have happened and to have been performed precedent to and in connection with the
consummation of the refunding of a portion of the City's unfunded accrued actuarial liability for
City employees under the CalPERS Contract and the Retirement Law authorized hereby do exist,
have happened and have been performed in regular and due time, form and manner as required
by law, and the City is now duly authorized and empowered, pursuant to each and every
requirement of law, to consummate such refunding for the purpose, in the manner and upon the
terms herein provided;
Now, therefore, be it resolved by the City Council of the City of El Segundo, as follows:
SECTION 16: All of the recitals herein contained are true and correct and the City Council of the
City (the "City Council") so finds.
SECTION 17: The City Council hereby finds and declares that the issuance of the Series 2021
Bonds to refund a portion of the City's unfunded accrued actuarial liability for City employees
under the CalPERS Contract and the Retirement Law and the other actions contemplated hereby
are in the best interests of the City and are expected, based on investment and other assumptions,
to result in significant savings to the taxpayers of the City.
SECTION 18: The Purchase Contract, in substantially the form submitted to this meeting and
made a part hereof as though set forth herein, be and the same is hereby approved. The
Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name
of the City, to execute and deliver the Purchase Contract, with such changes, insertions and
omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Purchase Contract
by such Authorized Officer; provided, however, that, the aggregate underwriters' discount from
the principal amount of the Series 2021 Bonds shall not exceed $325,000.
SECTION .19: The Continuing Disclosure Certificate, in substantially the form submitted to this
meeting and made a part hereof as though set forth herein, be and the same is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Continuing Disclosure Certificate, with such changes,
insertions and omissions as the Authorized Officer executing the same may require or approve,
such requirement or approval to be conclusively evidenced by the execution of the Continuing
Disclosure Certificate by such Authorized Officer.
SECTION 20. The Preliminary Official Statement, in substantially the form presented to this
meeting and made a part hereof as though set forth in full herein, with such changes therein as
may be approved by an Authorized Officer, be and the same is hereby approved, and the use of
the Preliminary Official Statement in connection with the offering and sale of the Series 2021
Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is,
hereby authorized and directed, for and in the name of the City, to certify to the Underwriters that
the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12.
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SECTION 21: The preparation and delivery of a final Official Statement (the "Official Statement"),
and its use in connection with the offering and sale of the Series 2021 Bonds, be and the same
is hereby authorized and approved. The Official Statement shall be in substantially the form of
the Preliminary Official Statement with such changes, insertions and omissions as may be
approved by an Authorized Officer, such approval to be conclusively evidenced by the execution
and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and
directed to execute the final Official Statement, and any amendment or supplement thereto, for
and in the name of the City.
SECTION 22: The Authorized Officers are, and each of them hereby is, authorized and directed
to execute and deliver any and all agreements, documents, certificates and instruments and to
do and cause to be done any and all acts and things which they or any of them deem necessary
or advisable in order to carry out the issuance of the Series 2021 Bonds and to consummate the
transactions contemplated by the Trust Agreement, the Purchase Contract, the Continuing
Disclosure Certificate, the Official Statement, the Initial Resolution and this Resolution.
SECTION 23: The City Council hereby approves the execution and delivery of any and all
agreements, documents, certificates and instruments referred to herein with electronic signatures
as may be permitted under the California Uniform Electronic Transactions Act and digital
signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.
SECTION 24: All actions heretofore taken by the officers and employees of the City with respect
to the issuance and sale of the Series 2021 Bonds, or in connection with or related to any of the
agreements, documents, certificates or instruments referenced herein, are hereby approved,
confirmed and ratified.
SECTION 25: This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED RESOLUTION NO. 5260 on this 18th day of May, 2021.
ATTEST
Tracy Weavk4, City Clerk
APPROVED AS TO FORM:
CZ —
Mark D. Hensley ity ttorney
4
Drew Bbyl l ayor
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CERTIFICATION
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO }
I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole
number of members of the City Council of said City is five; that the foregoing Resolution No. 5260
was duly passed, approved and adopted by said City Council, approved and signed by the Mayor
of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council
held on the 18th day of May, 2021, and the same was so passed and adopted by the following
roll call vote:
AYES: Mayor Boyles, Mayor Pro Tern Pimentel, Council Member Pirsztuk, Council Member Nicol,
Council Member Giroux
NOES:
ABSENT:
ABSTAIN:
NOT PARTICIPATING:
ATTEST:
Tracy Weav&FCity Clerk
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