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CC RESOLUTION 3541Execution Copy* • RESOLUTION NO. 3541 RESOLUTION APPROVING CERTAIN PUBLIC PROJECTS FOR THE CITY OF EL SEGUNDO, CALIFORNIA; APPROVING THE EXECUTION, SALE AND DELIVERY OF $1,745,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION (LIBRARY EXPANSION AND REMODELING PROJECT), SERIES 1988, EVIDENCING A PROPORTINATE INTEREST OF THE OWNERS THEREOF IN LEASE PAYMENTS TO BE MADE BY THE CITY OF EL SEGUNDO, CALIFORNIA, TO THE EL SEGUNDO CAPITAL IMPROVEMENT CORPORATION FOR THE PURPOSE OF PROVIDING FUNDS TO PAY THE COSTS OF CERTAIN PROJECTS FOR THE CITY OF EL SEGUNDO, CALIFORNIA; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE EXECUTION, SALE AND DELIVERY OF SAID CERTIFICATES; DESIG- NATING SAID CERTIFICATES AS QUALIFIED TAX - EXEMPT OBLIGATIONS AND AUTHORIZING CERTAIN • OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of E1 Segundo, California (the "City "), is a municipal corporation and general law city of the State of California; and WHEREAS, the E1 Segundo Capital Improvement Corporation (the "Corporation ") is a nonprofit public benefit corporation duly organized and existing under the Nonprofit Public Benefit Corpo- ration Law of the State of California (the "Act "), for the pur- pose of benefitting and carrying out the purposes of the City, by providing for the planning, development, acquisition, construc- tion, improvement, extension, repair, renovation and /or financing of public buildings, works, projects, facilities, furnishings and equipment for the benefit and use of the City; and WHEREAS, pursuant to a Resolution adopted on March 1, 1988, the City Council approved the formation, purposes, activities, Articles of Incorporation, Bylaws and the initial members of the Board of Directors of the Corporation; and WHEREAS, the City Council has heretofore determined and does again find and determine that it is necessary and desirable for the City to provide for the improvements to the existing public library and that it is within the authority of the City and a public purpose, that (a) the City convey to the Corporation a leasehold or user interest in the real property described on Exhibit "A" attached hereto (the "Land ") and the equipment des - cribed on Exhibit "B" attached hereto (the "Equipment "), in order for the Corporation to plan, develop, construct, acquire, improve, furnish and equip improvements to the City's existing public library as described on Exhibit "C" attached hereto (the "Improvements "), (b) the City approve the sale and delivery of the herein described Certificates of Participation for the purpose of providing funds to pay the costs of the Improvements, and (c) the City lease the Improvements back from the Corpor- ation; and WHEREAS, the City Council further finds and determines that it is necessary and desirable in connection with the lease and lease back of the Improvements and the sale and delivery of the Certificates of Participation that the City enter into certain • documents, and that the City take certain other actions and approve the execution of certain other documents as herein pro - vided; • �J • • C� NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EL SEGUNDO/ CALIFORNIA, AS FOLLOWS: Section 1. Findinas and Determinations. (a) The Corporation will engage in activities that are essentially public in nature. The purposes and activities of the Corporation are those permitted under the Act; (b) The Corporation is not organized for profit except to the extent of retiring indebtedness; (c) The net earnings of the Corporation will not inure to any private person, and the Articles of Incorporation so provide; (d) The City will have a beneficial interest in the Corporation and will have exclusive beneficial possession and use of the Improvements while the Certificates of Participa- tion remain outstanding; and (e) The City will obtain full, unencumbered legal title to the Improvements upon payment in full of the Certificates of Participation. Section 2. Conveyance of Leasehold Interest in the Land and the Equipment. The appropriate officers of the City Council are hereby authorized to execute, attest, acknowledge and deliver that Base Lease dated as of July 1, 1988 (the "Base Lease "), between the City, as lessor, and the Corporation, as lessee; conveying a leasehold interest in the Land and the Equipment to the Corporation, for the consideration described in the Base Lease. Section 3. Approval of the Execution, Sale and Delivery of the Certificates of Participation. The City hereby approves the execution, sale and delivery of the Certificates of Participa- tion, Series 1988, Evidencing a Proportionate Interest of the Owners Thereof in Lease Payments to be Made by the City of El Segundo, California, to the E1 Segundo Capital Improvement Corporation, in the aggregate principal amount of $1,745,000 (the "Certificates "), for the purpose of providing funds to pay the costs of planning, developing, acquiring, constructing, improving, furnishing and equipping the Improvements. The Certificates shall be sold, delivered and secured pursuant to the herein described Indenture. The Certificates shall represent interest at the annual rates, shall be in such denominations, shall be in such form, shall be subject to redemption, shall have such other terms and provisions, and shall be executed, sold and delivered in such manner subject to such provisions, covenants and agreements, as are set forth in the Purchase Agreement and in the Indenture. Section 4. Limited Obligations. The Certificates, the premium, if any, and the interest represented thereby shall be limited obligations payable solely out of the lease payments, revenues, proceeds and receipts received by the Corporation from the City pursuant to the herein authorized Lease. The Certifi- cates and the interest represented thereby shall not constitute a debt or liability of the City and the Certificates shall not constitute an indebtedness within the meaning of any constitu- tional or statutory debt limitation or restriction. Section 5. Qualified Tax - Exempt Obligations. Based on the assumption that the City does not reasonably anticipate issuing in excess of $10,000,000 in qualified tax - exempt obligations (other than private activity bonds) in the calendar year 1988, the Certificates are hereby designated "qualified tax - exempt obligations" for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code "). The City hereby covenants to comply with the provisions of the Code relating to -2- the exemption from federal income taxation of the interest on the Certificates. The City hereby further covenants to adopt such other resolutions and to take such other action as may be • necessary to comply with the Code and with all other applicable future laws, regulations, published rulings and court decisions; in order to preserve the tax - exempt status of the interest on the Certificates, to the extent any such actions can be taken by the • governing body of the City. Section 6. Authorization of Documents. The City is hereby authorized to enter into the following documents, in substan- tially the forms presented to and reviewed by the City Council at this meeting and attached to this Resolution (copies of which documents shall be filed in the records of the City), with such changes therein as shall be approved by the officers of the City executing such documents, such officers' signatures thereon being conclusive evidence of their approval thereof: (a) Trust Indenture dated as of July 1, 1988 (the "Indenture "), by and among the City, the Corporation and State Street Bank and Trust Company of California, N.A. (the "Trustee "), pursuant to which the Certificates shall be executed, sold and delivered and the Corporation shall pledge and assign the lease payments, revenues, proceeds and • receipts received pursuant to the Lease to the Trustee for the benefit of and security of the owners of the Certificates upon the terms and conditions as set forth in said form of Indenture (attached hereto as Exhibit "D "); and (b) Base Lease dated as of July 1, 1988 (the "Base Lease "), between the City, as lessor, and the Corporation, as lessee, for the Land (attached hereto as Exhibit "E "); (c) Lease Agreement dated as of July 1, 1988 (the "Lease "), between the Corporation, as lessor, and the City, as lessee, under which the Corporation shall plan, develop, acquire, construct, improve, furnish and equip the Improve- ments and shall lease the Improvements to the City upon the terms and conditions as set forth in said Lease (attached hereto as Exhibit "F "); (d) Agency Agreement dated as of July 1, 1988 (the "Agency Agreement ") between the Corporation and the City pursuant to which the Corporation appoints the City as its agent to plan, develop, construct, acquire, improve, furnish and equip the Improvements to a portion of the City's existing public library (attached hereto as Exhibit "G "); and (e) Preliminary Official Statement dated May 31, 1988 (the "Preliminary Official Statement "), to be used in connection with the sale of the Certificates (attached hereto as Exhibit "H "). Section 7. Execution of Documents. The City is hereby authorized to enter into and the Mayor and the City Clerk are hereby authorized and directed to execute, seal, attest and de- liver, for and on behalf of and as the act and deed of the City, the Indenture, the Base Lease, the Lease, the Agency Agreement and the Official Statement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of.this Resolution. Section 8. Further Authority. The City shall, and all duly authorized officers, agents and employees of the City are hereby authorized and directed to, take such further action, and execute all documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the City with respect to the the Indenture, Base Lease, the Lease, the Agency Agreeent and the Official Statement. -3- Section 9. Conveyance of Improvements back to the City when Certificates are Paid. The City Council hereby declares that the City will accept from the Corporation conveyance of unencumbered • fee title to the Improvements after all the Certificates have been paid or payment therefor has been provided for in accordance with the Indenture. Section 10. Effective Date. This Resolution shall take effect and be in full force from and after its adoption by the City Council. Adopted by the City Council of the City of E1 Segundo, California, this 5th day of July, 1988. / ,N • • 11 C r I HEREBY CERTIFY that the above and foregoing resolution was duly passed and adopted by the E1 Segundo City Council at its regular meeting held on the 5th day of July, 1988, by the following vote, to -wit: AYES: NOES: ABSENT: Mayor Carl Jacobson; Councilmen Dannen, Anderson, Clutter and West A7___ -4- EXHIBITS Exhibit "A" - Land - See Exhibit A in Trust Indenture - Document No. 9 Exhibit "B" - Equipment - See Exhibit C in Trust Indenture - • Document No. 9 Exhibit "C" - Improvements - See Exhibit B in Trust Inden- ture - Document No. 9 Exhibit "D" - Trust Indenture - See Document No. 9 Exhibit "E" - Base Lease - See Document No. 7 Exhibit "F" — Lease Agreement - See Document No. 8 Exhibit "G" - Agency Agreement - See Document No. 11 Exhibit "H" - Preliminary Official Statement - See Document No. 13 • • • STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) CITY OF EL SEGUNDO ) SS 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. 3541 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 5th day of July, 1988 and that the same was so passed and adopted by the following vote: AYES: Councilmembers Anderson, Clutter, Dannen, West, and Mayor Jacobson NOES: Councilmembers None ABSENT: Councilmembers None WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this 8th day of July, 1988. RONALD L. HART City Clerk of the City of El Segundo, California ( SEAL)