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CC RESOLUTION 338500 • 0 E, I • RESOLUTION NO. 3385 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO, CALIFORNIA DETERMINING UNPAID ASSESS- MENTS, DESIGNATING PAYING AGENT, TRANSFER AGENT AND REGISTRAR AND PROVIDING FOR THE ISSUANCE OF BONDS UNDER THE IMPROVEMENT BOND ACT OF 1915 WHEREAS, the City Council of the City of El Segundo, California (the "City Council" and the "City ") has heretofore initiated assessment proceedings pursuant to its Resolution of Intention No. 3356 (the "Resolution of Intention ") adopted on the 21st day of January, 1986, under the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code), and has confirmed assessments on parcels within the boundaries of a special assessment district, said assessment district being designated ASSESSMENT DISTRICT NO. 73 (SEWER IMPROVEMENTS) (the "Assessment District "); and WHEREAS, notice of the recordation of the assessment and of the time within which assessments may be paid in cash has been duly published and mailed in the manner provided by law, and the time provided for receiving payment of assessments in cash, being 30 days after the date of recordation of the assessment, has expired, and there has been filed with the Treasurer of the City of El Segundo (the "Treasurer ") a list of all assessments which now remain unpaid; and WHEREAS, said assessment proceedings provide for the issuance of bonds (the "Bonds "), in an aggregate amount not to exceed the total amount of the unpaid assessments, pursuant to the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) (the "Bond Act "), and it is necessary to establish the terms and provisions of such issuance; and WHEREAS, the City Council by Resolution, adopted on the 20th day of May, 1986, accepted the proposal of M. L. Stern & Co., Inc. to purchase the Bonds pursuant to the terms of such proposal and hereinbelow; and 1. RESO. # 3385 14 751 14752 WHEREAS, the City Council desires, pursuant to Section • 8650.1 of the Streets and Highways Code, to establish the denomination of the Bonds and the amount to mature each year which will be other than an even annual proportion as provided in Section 8650 of said Code. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL SEGUNDO, CALIFORNIA, DOES RESOLVE AS FOLLOWS: • SECTION 1. The above recitals are all true and correct. SECTION 2. Unpaid Assessments. The assessments now remaining unpaid, and the aggregate thereof, are as shown on a list entitled "Paid and Unpaid Assessments" (the "Unpaid List "), referenced by the name of the Assessment District, a COPY of which is on file in the Office of the Treasurer and by reference made a part hereof. SECTION 3. Parcel Descriptions. For a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in the Unpaid List and upon which assessments remain unpaid, reference is hereby made to the assessment and to the diagram recorded in the Office of the Superintendent of Streets. SECTION 4. Issuance of Bands. The Unpaid List is in the amount of $1,205,502.47, and Bonds shall be issued in said amount and upon the security of said unpaid assessments in accordance with the provisions of the Bond Act, and under and pursuant to the provisions of the Resolution of Intention and the proceedings thereunder duly had and taken. SECTION 5. Registered Bonds. Said Bonds shall be issuable only as fully registered Bonds in the denomination of $5,000, • or any integral multiple thereof, except for one Bond maturing in the first year of maturity, which shall include the amount by which the total issue exceeds the maximum integral multiple of $5,000 contained therein. SECTION 6. Date of Bonds. All of said Bonds shall be dated the 2nd day of June, 1986, and interest shall accrue from that •� date. 2. RESO. # 338r 14753 SECTION 7. Maturity. The Bonds shall be issued in serial form with annual maturities on September 2nd of every year succeeding the first twelve (12) months after their date, until the whole is paid. The amount maturing each year shall be such as to result in approximately equal annual debt service during the term of the issue as reflected by the coupon rates and principal amounts maturing in years of maturity as follows: • MATURITY PRINCIPAL COUPON YEAR MATURING RATE 1987 $ 30,502.47 5.00% 1988 30,000.00 5.50 1989 35,000.00 6.00 1990 35,000.00 6.25 1991 40,000.00 6.50 1992 40,000.00 6.70 1993 45,000.00 6.90 1994 45,000.00 7.10 1995 50,000.00 7.20 1996 55,000.00 7.30 1997 55,000.00 7.40 1998 60,000.00 7.50 1999 65,000.00 7.50 2000 70,000.00 7.50 2001 751000.00 7.50 2002 80,000.00 7.50 2003 90,000.00 7.50 2004 95,000.00 7.50 2005 100,000.00 7.50 2006 110,000.00 6.25 SECTION S. Interest. Each Bond shall be of a single maturity and shall bear interest at the rate specified in Section 7 hereof from the March 2 or September 2 commencing September 2, 1986 (the "Interest Payment Date ") next preceding the date on which it is • authenticated and registered, unless said Bond is authenticated and registered as of an Interest Payment Date, in which case it shall bear interest from said Interest Payment Date, or unless said Bond is authenticated and registered prior to the first Interest Payment Date, in which case it shall bear interest from its date, until payment of its principal sum has been discharged. SECTION 9. Payment on the Bonds. The principal and interest on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Paying Agent (as hereinafter designated). Principal and interest on the Bonds shall be paid by check or •� draft when due to the registered owner thereof at his address as it appears on the books of registration, or at such address as 3. RESO. # 3385 14 754 may have been filed with the Paying Agent for that purpose, as • of the 15th day of the month immediately preceding said Interest Payment Date (the "Record Date "). SECTION 10. Redemption. Each Bond, or a portion thereof in increments of $5,000 if issued in a denomination greater than $5,000, shall be subject to redemption and payment in advance of maturity as provided in Section 8768 of the Streets and Highways Code, on the 2nd day of March or September in any year. Such notice of redemption shall be given by the Registrar at the direction of the City as provided in the Bond Act to the registered owner of each Bond to be redeemed at his address as it appears on the books of registration and by paying principal of and accrued interest on such redeemed amount to the date of . redemption, together with a premium equal to three percent (3 %) of the redeemed principal amount. If less than the entire Bond is redeemed the unredeemed portion shall be reissued to the registered owner thereof. SECTION 11. Transfer of Registered Bonds. Any Bond may, in accordance with its terms, be transferred upon the books of registration required to be kept pursuant to the provisions of Section 13, by the bondholder in whose name it is registered, or by his duly authorized attorney or legal representative, upon surrender of such Bond for registration for transfer, accompanied by delivery of a written instrument of transfer, duly executed, in a form approved by the Paying Agent. The City shall require the payment by the bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of Bonds shall be required to be made during the • period from any Record Date to the next succeeding Interest Payment Date. SECTION 12. Exchange of Registered Bonds. Any Bond may be exchanged at the office of the Registrar for a like agregate principal amount of Bonds of the same series, interest rate and maturity, subject to the City's terms and conditions for registered debt obligations, including payment of certain charges, if any, and upon surrender and cancellation of such 4. RESO. # 3 3 R , 0 1'755 Bond. Upon such transfer and exchange, a new registered Bond or • Bonds of any authorized denomination or denominations of the same maturity for the same aggregate principal amount will be issued to the transferee in exchange therefor. SECTION 13. Books of Registration. There shall be kept by the Registrar, sufficient books for the registration and transfer of the Bonds and, upon presentation for such purpose, the Registrar shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said register, Bonds as hereinbefore provided. SECTION 14. Execution of Bonds. The Bonds shall be executed in facsimile by the Treasurer of the City and by the City Clerk, and the City's Seal shall be imprinted in facsimile ion the Bonds. The Bonds shall then be delivered to the Registrar, for authentication and registration. In case an officer who shall have signed or attested to any of the Bonds by facsimile or otherwise shall cease to be such officer before the authentication, delivery and issuance of the Bonds, the Bonds nevertheless may be authenticated, delivered and issued, and upon such authentication, delivery and issue, shall be as binding as though those who signed and attested the same had remained in office. SECTION 15. Authentication. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form below, manually executed by the transfer agent and registrar or its designated agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the transfer agent and registrar shall • be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder, and are entitled to the benefits of this Resolution. FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond has been authenticated and registered on BANK OF AMERICA, N.T. & S.A., as Transfer Agent and Registrar By. Authorized Officer 5. RESO. # 3385 147,56 ISECTION 16. Ne4otiability, Registration • Bands. and Transfer of In all cases in which Bonds shall be exchanged or transferred, the transfer agent and registrar shall authenticate at the earliest Practical time, Bonds in accordance with the provisions of this Resolution. surrendered in such exchange or registration All Bonds g ration transfer shall forthwith be cancelled. The City Council may make a charge for • every such exchange or registration transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration transfer. The transfer agent and registrar shall not be required to make such exchange or registration trans Of Bonds durin fer g the period from any Record Date to the next succeeding Interest Payment Date. SECTION 17. Ownership of Bonds. any Bond shall be registered shall be deemed person in whose name erred and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal and redemption premium, any such Bond, and the interest on any such ond, sh al any, of only to or upon t l be madd e p he order of the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the redemption premium, if any, and interest thereon, to the extent Of the sum or sums so paid. SECTION 18. Mutilated Destroyed, Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the legislative body shall cause to be executed and authenticated a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed, stolen or lost, upon the owner's paying the reasonable expenses and charges in connection therewith, and, in the case of a Bond destroyed, stolen or lost, his filing with the legislative body of evidence satisfactory to it and to the Treasurer thereof that such Bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the legislative body with indemnity satisfactory to it. 6. RESO. # 3385 I • E E L� .9 14757 SECTION 19. Cancellation of Bonds. All Bonds paid or redeemed, either at or before maturity, shall be cancelled upon the payment or redemption of such Bonds, and upon delivery to the Registrar when such payment or redemption is made. All Bonds cancelled under any of the provisions of this Resolution shall be sent by certified or registered mail to the City which shall retain such Bonds for the statutory period of one year, after which such Bonds may be destroyed upon execution of a certificate describing the Bonds so destroyed. The City shall retain said executed certificate in its permanent files for the issue. SECTION 20. Reserve Fund. Pursuant to Part 16 of the Bond Act, there shall be created a special reserve fund for the Bonds to be designated as the Reserve Fund Assessment District No. 6 (the "Reserve Fund "). The Reserve Fund shall be held by the City and funded as follows: The initial amount as specified in the accepted proposal for the purchase of the Bonds shall be deposited in the Reserve Fund out of the Bond proceeds. Investment earnings on funds held by the City in the Reserve Fund shall accumulate in such fund until the amount shall equal the maximum annual debt service requirement on Bonds outstanding. Thereafter, on each July 15, commencing July 15, 1987, moneys earned to the prior June 30 in excess of such requirement shall be transferred to the Redemption Fund and credited pro rata against the installments of principal and interest for unpaid assessments due in the next fiscal year. Moneys in the Reserve Fund shall be applied as follows: A. Amounts in the Reserve Fund shall be transferred to the Redemption Fund for the Bonds if, as a result of delinquencies in the payment of assessments, there are insufficient moneys in the Redemption Fund to pay principal of and interest on the Bonds. Amounts so transferred shall be repaid to the Reserve Fund from proceeds from the redemption or foreclosure of property with respect to which such transfer was required and from payments of the delinquent assessments; 7. RESO. # 3385 • I_ • • 0 B. Interest earned on moneys in the Reserve Fund shall accrue to the Reserve Fund as provided herein and only to the extent that the amount of interest credited thereto shall not result in the Bonds becoming "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder; C. Whenever moneys in the Reserve Fund are sufficient to retire all of the Bonds outstanding, plus accrued interest thereon, such money shall be transferred to the Redemption Fund for the Bonds and collection of the remaining unpaid assessments shall cease. SECTION 21. Redemption Fund. Principal of and interest on the Bonds shall be paid out of the Redemption Fund created pursuant to Section 8671 of the California Streets and Highways Code. Accrued interest paid by the purchaser of the Bonds, if any, shall be deposited in the Redemption Fund and utilized for the payment of interest due on the 1st Interest Payment Date. In all respects not recited herein, the Bonds, and issuance thereof, shall be governed by the provisions of the Bond Act. The Redemption Fund shall be held by the City and moneys therein shall be transferred to the Paying Agent for payment of principal and interest when due. SECTION 22. Improvement Fund. The proceeds from the sale of the Bonds, after deposit of required amounts in the Reserve Fund and the Redemption Fund, shall be placed in the fund hereby created, pursuant to Sections 10602 and 10424 of the California Streets and Highways Code, as amended, which shall be designated "Improvement Fund Assessment District No. 6" (the "Improvement Fund "), and the moneys in the Improvement Fund shall be held by the City and used only for the purposes authorized in said assessment proceedings. Any surplus in the Improvement Fund after completion of the improvements shall remain in the Improvement Fund for a period not less than two (2) years from the date of receipt of Bond proceeds and thereafter shall be utilized or distributed as determined by the legislative body, and as provided in Section 10427.1 of the California Streets and Highways Code. 8. RESO. # 3385 14 758 1 75 SECTION 23. Designation of Transfer Agent Registrar and • Paying Agent. Bank of America, N.T. & S.A., with a principal corporate trust office in Los Angeles, California (herein referred to as "Paying Agent" or "Registrar") is hereby designated transfer agent, registrar and paying agent with respect to these proceedings and the Bonds to be issued hereunder until such time as the City Council, by Resolution, • appoints and designates a successor thereto and such successor accepts such appointment. SECTION 24. Covenant to Foreclose. The City Council hereby covenants that upon default of any assessment payment due, it will cause foreclosure proceedings to be brought within one hundred fifty (150) days of such default and thereafter diligently prosecute to completion such proceedings. SECTION 25. Order to Print and Authenticate Bonds. The Treasurer is hereby instructed to cause Bonds, in such form as shall be approved by the City and its Bond Counsel, to be printed, and to proceed to cause said Bonds to be authenticated and delivered to an authorized representative of the purchaser, upon payment of the purchase price as set forth in the accepted Proposal for the sale of Bonds. SECTION 26. Arbitrage Certificate. On the basis of the facts, estimates and circumstances now in existence and in existence on the date of issuance of the Bonds and as determined by the Treasurer, the Treasurer is hereby authorized to certify that it is not expected that the proceeds of the issue will be used in a manner that would cause such obligations to be arbitrage bonds. Such certification shall be • delivered to the purchaser together with the Bonds. SECTION 27. Pending Federal Tax Legislation. Because of tax legislation pending in both the United States House of Representatives and the United States Senate, and the potential retroactive effect of such legislation to a date prior to the date of issuance of the Bonds authorized herein, the City .� hereby covenants to take such action as may be necessary and appropriate in the opinion of nationally recognized bond 9. RESO. # -1385 0 I] counsel to comply with the applicable requirements of such legislation if adopted and if applicable to the Bonds; unless, in the opinion of nationally recognized bond counsel, (i) such compliance is not required in order to maintain the exemption of the interest on the Bonds from federal income taxation, or (ii) Congressional action shall have taken place which provides assurance that the effective dates, or the substantive requirements will be changed so that such requirements would no longer apply to the Bonds. SECTION 28. The City Clerk shall certify to the passage and adoption of this resolution; shall enter the same in the book of original resolutions of said city; and shall make a minute of the passage and adoption thereof in the record of the proceedings of the City Council of said city, in the minutes of the meeting at which the same is passed and adopted. PASSED, APPROVED and ADOPTED this 20th day of MAY , 1986. (SEAL) of the City of E1 Segundo, California 10. RESO. # 3385 14760 it �• 0 L, E 0 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Ronald L. Hart , City Clerk of the City of E1 Segundo, California, DO HEREBY CERTIFY that the whole number of members of the City Council of the said City is five; that the foregoing resolution, being Resolution No. 3385 was duly passed and adopted by the said City Council, approved and signed by the Mayor of said City, and attested by the City Clerk of said City, all at a regular meeting of the said Council held on the 20th day of May , 19 86 and that the same was so passed and adopted by the following vote: AYES: Councilmembers Anderson, Jacobson, Schuldt, West, & Mayor Siadek NOES: Councilmembers None ABSENT: Councilmembers None WITNESS MY HAND AND THE OFFICIAL SEAL OF SAID CITY this 9th day of (SEAL) Jul 19 86 . City Clerk of the City of E1 Segundo, California 14761