CC RESOLUTION 35430
RESOLUTION NO. 3543
RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF EL SEGUNDO, CALIFORNIA,
AUTHORIZING THE SALE OF NEGOTIABLE
REVENUE ANTICIPATION NOTES, APPROVING
OFFICIAL NOTICE OF SALE AND OFFICIAL
STATEMENT AND APPOINTING SPECIAL
BOND COUNSEL AND FINANCIAL CONSULTANT
WHEREAS, funds are needed by the City of E1 Segundo for
certain expenditures including but not limited to the payment of
current expenses, capital expenditures, and the discharge of
obligations or indebtedness of the City;
WHEREAS, the City may
indebtedness to be represented
purchaser hereof pursuant to
Division 2, Title 5 of the
California (the "Act ");
borrow for such purposes, the
by a note or notes issued to the
Article 7.6, Chapter 4, Part 1,
Government Code of the State of
WHEREAS, there has been presented to this Council a form of
Official Statement and Official Notice of Sale and Proposal to be
used in connection with the sale of such notes;
NOW, THEREFORE, BE IT RESOLVED BY THE City Council of the
City of E1 Segundo, California, as follows:
Section 1. This City Council finds and determines that it
is necessary for the City to issue and sell negotiable notes for
the purposes set forth above.
Section 2. The Interim Finance Director of the City and
City Treasurer, and each of them, are hereby authorized to
undertake all appropriate steps to implement the sale of the
notes by public bid, provided, however, that award of the sale of
the notes shall be authorized by subsequent resolution of this
Council.
Section 3. The services of a qualified special bond counsel
being required to ensure the validity and legality of the
issuance and sale of the notes, the law firm of Buchalter, Nemer,
Fields & Younger is hereby appointed as such.
Section 4. The services of a qualified financial consultant
being required to prepare an official statement for the sale of
the notes and to perform other duties incident to the sale of the
notes, the firm of Seidler - Fitzgerald Public Finance is hereby
appointed as such (the "Financial Consultant ").
Section 5. There has been presented to this meeting a form
of Official Notice of Sale and Proposal. The terms and
conditions of the offering and sale of the Notes shall be as
specified in such Official Notice of Sale. Such terms, and the
Official Notice of Sale and Proposal are hereby specifically
approved and the mailing of the Official Notice of Sale is hereby
approved. The Official Notice of Sale and the Proposal for the
Purchase of City of El Segundo 1988 Tax and Revenue Anticipation
Notes (hereinafter "Proposal ") are attached hereto collectively
as Exhibit "A ".
Section 6.
relating to the
Statement "), having
A form of official statement of the City
Notes, dated July 5, 1988 (the "Official
been submitted to the City Council, the City
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Council hereby approves the Official Statement substantially in
the form presented to and considered by this Council with such
additions, changes or corrections as the Interim Finance Director
• shall determine are necessary to make the Official Statement true
and correct in all material respects at the time the Official
Statement is to be used in connection with the sale of the Notes.
The Council hereby directs the City Clerk to file the Official
Statement with the minutes of this meeting.
APPROVED AND ADOPTED THIS 5th day of duly, 19/8.
Carl Jacob
" "-yor of t
Segundo
City Clerk of the City of
• E1 Segundo
•
I,
hereby
regular
held on
regular
held on
Ronald L. Hart,
--ertify that the
meeting of the
the 5th day of
meeting of the
the 5th day of
City of
City Clerk of the City of E1 Segundo do
foregoing Resolution was introduced at a
City Council of the City of E1 Segundo
July, 1988, and was finally passed at a
City Council of the City of El Segundo
uly, 1988, by the following vote:
AYES COUNCIL MEMBERS: Clutter, Anderson,
S: COUNCIL M BERS: none
ABSE CO L E BERS: none
ABST N O L PE ERS : none
R2srfald L. Hart
City Clerk of the City of
E1 Segundo
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Dannen, West and Mayor Jacobson.
0
0 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
CITY OF EL SEGUNDO )
SS
0 I, Ronald L. Hart City Clerk of the City of E1 Segundo,
E
'!
i 100
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. 3543 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.
QONALD Cx
City Clerk of the
City of E1 Segundo, California
( SEAL)
OFFICIAL NOTICE OF SALE
$3,000,000
CITY OF EL SEGUNDO
• 1988 TAX AND REVENUE ANTICIPATION NOTES
NOTICE IS HEREBY GIVEN that sealed proposals will be
received by the City Clerk of the City of El Segundo, California,.
at the office of Seidler - Fitzgerald Public Finance, 515 South
Figueroa Street, Los Angeles, California 90071 -8896, on
July 18, 1988
at the hour of 10:00 A.M., Pacific Daylight Time("P.D.T."), for
the purchase of $3,000,000 principal amount of tax and revenue
anticipation notes of the City of E1 Segundo (the "City "), State
of California (the "State "), more particularly described below.
ISSUE AND DENOMINATION: $3,000,000, designated "City of E1
Segundo 1988 Tax and Revenue Anticipation Notes" (the "Notes "),
consisting of non - registrable, negotiable notes, without coupons.
The Notes shall be issued in such denominations, of $5,000,
$25,000, $50,000 or $100,000, as shall be specified by the
successful bidder.
DATE AND MATURITIES: The Notes will be dated August 2,
• 1988, and will all mature on August 1, 1989.
INTEREST RATE: The maximum interest rate bid may not exceed
twelve percent (12 %) per annum, payable upon maturity of the
Notes. Bidders must specify the rate of interest which the notes
bid upon shall bear, provided that: (i) all Notes bid upon shall
bear the same interest rate; (ii) no Note shall bear more than
one rate of interest; (iii) each Note bid upon shall bear
interest from its date to its stated maturity at the interest
rate specified in the bid; (iv) the interest rate specified must
be in a multiple of 1/1000 of one percent (1 %).
QUALIFIED OBLIGATION: The Notes will be designated by the
City as a "qualified tax - exempt obligation" within the meaning of
Section 265 (b)(3)(B) of the Internal Revenue Code of 1986, as
amended.
REDEMPTION: The Notes are not subject to call and
redemption prior to maturity.
PAYMENT: Both principal and interest are payable in lawful
• money of the United States of America at the office.of the Paying
Agent of the City, State Street Bank and Trust Company of
California, N.A. in Los Angeles, California.
PURPOSE OF ISSUE: The Notes are to be issued by the City
Council of the City of E1 Segundo in the name and on behalf of
the City and are authorized pursuant to the provisions of
Sections 53850 -53858 of the Government Code of the State of
California and the provisions of a resolution of the City, for
any purpose for which the City is authorized to expend moneys.
SECURITY: The Notes are obligations of the City and are
secured by a pledge of and first lien and charge against moneys
to be received or accrued by the City in fiscal year 1988 -89 from
(a) the first $500,000 of all income, revenues, cash receipts and
other moneys of the City attributable to the fiscal year ending
June 30, 1989 and legally available for the payment of the Notes
and the interest thereon ( "Unrestricted Revenues ") to be
received by the City in March 1989; (b) the first $2,000,000 of
Unrestricted Revenues to be received by the City in April 1989;
• and (c) the first $500,000 (plus an amount sufficient to pay the
interest on the Notes) of Unrestricted Revenues to be received or
accrued by the City in June 1989.
EXHIBIT "A"
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Said pledged moneys shall be deposited by the Finance
Director of the City of El Segundo in a special account
established, created and maintained by the City. If the full
amount of Unrestricted Revenues pledged in a particular month to
the repayment of the Notes has not been received by the City by
the the twentieth of such month, any deficiency must be made up
from other moneys of the City lawfully available for the payment
of the Notes. Moneys shall be withdrawn from said account for
the sole purpose of paying the principal of and the interest on
the Notes as the same shall become due and payable.
By statute, the Notes are declared to be a general
obligation 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. However, the Notes are
payable only from revenue received or accrued during the fiscal
year in which issued.
NUMBER OF BIDS: Bidders may submit more than one bid.
TERMS OF SALE
HIGHEST BID: Bids may be for all or any part of the Notes.
The Notes will be awarded on the basis of the lowest net interest
cost including premium offered in the proposals. No bid for less
than par and accrued interest (which interest shall be computed
on a 30 -day month, 360 -day year basis) will be entertained, and
the City Council reserves the right to award to any bidder all or
any part of the Notes which such bidder offers to purchase in its
proposal. If only a part of the Notes bid for in a proposal is
awarded by the City, any premium specified in such proposal shall
be prorated. In the event two or more bids setting forth
identical interest rates and premium per dollar principal amount,
if any, and aggregating a principal amount in excess of the
principal amount of unawarded Notes are received, the City
reserves the right to exercise its own discretion and judgment in
making the award and may award the Notes on a pro rata basis in
such denominations as the City shall determine.
RIGHT OF REJECTION: The City reserves the right, in its
• discretion, to reject any and all bids and to waive any
irregularity or informality in any bid.
PROMPT AWARD: The City will take action awarding the Notes
or rejecting all bids not later than forty -eight (48) hours after
the expiration of the time herein prescribed for the receipt of
proposals unless such time of award is waived by the successful
bidder.
BUYER'S CERTIFICATE: The successful bidder must provide the
City, on or before 8:00 A. M., P.D.T., on the day of delivery of
the Notes, the price at which a substantial. amount of the Notes
was sold to the public or final purchasers thereof (not including
bond houses and brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers).
DELIVERY AND PAYMENT: It is estimated that delivery of the
Notes will be made to the successful bidder in the City of Los
Angeles, California on or about August 2, 1988. Payment of the
purchase price (less the amount of the bid check mentioned below)
must be made in funds immediately available to the Treasurer of
• the City of E1 Segundo in El Segundo, California. The cost of
printing the Notes will be borne by the City.
EXHIBIT "A"
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RIGHT OF CANCELLATION: The successful bidder shall have the
right at its option to cancel the contract of purchase if the
City shall fail to execute the Notes on behalf of the City and
tender the same for delivery within thirty (30) days from the
date of sale thereof, and in such event, the successful bidder
shall be entitled to the return of the deposit accompanying his
bid.
FORM OF BID: Bids may be for all or any part of the Notes,
and must be for not less than the par value thereof. Each bid,
together with bidder's check, must be enclosed in a sealed
envelope addressed to the City Council of the City,of El Segundo
at the address mentioned above not later than 10:00 A.M., P.D.T.,
on said date of sale, and endorsed "Proposal for the Purchase of
City of E1. Segundo 1988 Tax and Revenue Anticipation Notes."
Each bid must be in accordance with the terms and conditions set
forth herein, and must be submitted on, or in substantial
accordance with, proposal forms provided by the City.
ESTIMATE OF NET INTEREST COSTS: Bidders are requested (but
not required) to supply an estimate of the total net interest
cost to the City on the basis of their respective bids, which
shall be considered as informative only and not binding on either
the bidder or the City.
• BID CHECK: A certified or cashier's check (or equivalent)
drawn on a responsible bank or trust company in the amount of one
percent (1 %) of the principal amount of Notes bid upon, payable
to the order of the Treasurer of the City of El Segundo, must
accompany each proposal as a guarantee that the bidder, if
successful, will accept and pay for the Notes in accordance with
the terms of its bid. The check accompanying any accepted
proposal shall be deposited by the Treasurer of the City of E1
Segundo to the general fund of the City and applied to the
purchase price or, if such proposal is accepted but not
performed, unless such failure of performance shall be caused by
an act or omission of the City, the proceeds shall then be
retained by the City. The check accompanying each unaccepted
proposal will be returned promptly. If only a part of the Notes
bid upon in a proposal is awarded by the City, the amount of the
bid check will be prorated and the bidder may substitute a check
for the prorated amount in place of the bid check accompanying
the proposal.
CHANGE IN TAX EXEMPT STATUS: At any time before the Notes
are tendered for delivery, any successful bidder may disaffirm
• and withdraw its proposal if the interest received by private
holders from notes of the same type and character shall be
declared to be taxable income under present 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 taxable or be
required to be taken into account in computing any federal income
taxes by the terms of any federal income tax law enacted
subsequent to the date of this notice.
CLOSING PAPERS: LEGAL OPINION: Each proposal will be
conditioned upon the City furnishing to each successful bidder,
without charge, concurrently with payment for and delivery of the
Notes, the following closing papers, each dated the date of such
delivery:
(a) The opinion of Buchalter, Nemer, Fields & Younger,
Newport Beach, California, Bond Counsel, approving the validity
of the Notes and stating that interest on the Notes is exempt
from all present State of California personal income taxes, is
excluded from gross income for purposes of federal income
taxation and is not a preference item for purposes of the
• alternative minimum tax, a copy of which opinion (certified by
the official in whose office the original is filed) will be
printed on each Note without cost to the purchaser;
EXHIBIT "A"
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(b) A certificate of the City that on the basis of the
facts, estimates and circumstances in existence on the date of
issue, it is not expected that the proceeds of the Notes will be
used in a manner that would cause the Notes to be subject to
federal income taxation;
(c) A certificate on behalf of the City that there is no
litigation threatened or pending affecting the validity of the
Notes;
(d) A certificate of an appropriate City official, acting
on behalf of the City solely in his official and not in his
personal capacity, that at the time of the sale of the Notes and
at all times subsequent thereto up to and including the time of
the delivery of the Notes to the initial purchasers thereof the
Official Statement of the City pertaining to said Notes did not,
and does not, contain any untrue statement of a material fact or
omit to state a material fact necessary which would make the
statements misleading in light of the circumstances under which
they were made;
(e) The signature certificate of the officials of the City,
showing that they have signed the Notes and impressed the seal of
the City thereon, and that they were respectively duly authorized
• to execute the same; and
(f) The receipt of the Treasurer of the City of E1 Segundo
showing that the purchase price of the Notes, including interest
accrued to the date of delivery thereof, has been received by
such official.
CALIFORNIA DEBT ADVISORY COMMISSION: The successful bidder
will be required, pursuant to State law, to pay any fees to the
California Debt Advisory Commission ( "CDAC "). CDAC will invoice
the successful bidder after the closing of the Notes.
CUSIP NUMBERS: It is anticipated that CUSIP numbers will be
printed on the Notes, but neither the failure to print such
numbers on any Note nor error with respect thereto shall
constitute cause for failure or refusal by the purchaser thereof
to accept delivery of or pay for the Notes in accordance with the
terms of this Notice and the Proposal. All expenses of printing
CUSIP numbers on the Notes and the CUSIP Service Bureau charge
for the assignment of said numbers shall be paid by the City.
. INFORMATION AVAILABLE: Requests for information concerning
the City should be addressed to:
•
Mr. Jerry Shuster
Interim Finance Director
City of El Segundo
350 Main Street
El Segundo, California 90245
(213) 322 -4670 X263
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EXHIBIT "A"
Page 4 of 7
Mr. John C. Fitzgerald
Seidler- Fitzgerald Public Finance
515 South Figueroa Street, 6th Floor
Los Angeles, California 90071 -3396
•
(213) 624 -4232
The City will provide each successful bidder such number of
printed copies of the Official Statement for this issue as such
bidder may request. Up to 50 copies of the Official Statement
will be furnished without cost, on a pro rata basis depending on
the principal amount of the Notes awarded to such bidder, and any
additional copies will be furnished at the expense of the bidder.
•
•
•
Dated:. July 5, 1988
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RONALD L. HART
CITY CLERK
CITY OF EL SEGUNDO
EXHIBIT nAn
Page 5 of 7
PROPOSAL FOR THE PURCHASE OF CITY OF
EL SEGUNDO 1988 TAX AND REVENUE ANTICIPATION NOTES
•City Clerk of the City of El Segundo July 18, 1988
c/o Seidler- Fitzgerald Public Finance
515 South Figueroa Street, 6th Floor
Los Angeles, California 90071 -3396
•
F J
C J
Gentlemen:
We offer to purchase City of E1 Segundo 1988 Tax and Revenue Anticipation Notes in
the principal amount, in such denomination, maturing and bearing interest as
follows:
- Principal Interest
Amount Maturity Rate
$ August 1,1989 %
and to pay therefor the principal amount thereof plus a
premium of $ plus interest accrued on
such Notes to the date of delivery thereof.
at $5,000
at $50,000
at $25,000
at $100,000
This proposal is made subject to all the terms and conditions of the Official
Notice of Sale of said Notes dated July 5, 1988, 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 forty -eight
(48) 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 $ (ore
percent (1 %) of the principal amount of Notes bid for hereunder) payable to the
order of the Treasurer of the City of El Segundo.
We hereby request that printed copies of the Official StatemL-nt
(not to exceed 50 copies) pertaining to the Notes be furnished us in accordance
with the terms of said Official Notice of Sale.
Our computation of the net interest cost made as provided in the Official Notice
of Sale, but not constituting any part of the foregoing, under the foregoing
proposal is provided on the reverse hereof.
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EXHIBIT "A"
Page 6 of 7
Authorized Signature(s):
Firm(s):
COMPUTATION OF NET INTEREST COSTS
Gross Interest Cost .................... $
• Less Premium ...... $
.....................
Net Interest Cost $
Effective Rate .........................
0
ADDRESS FOR RETURN OF BID CHECKS FOR UNSUCCESSFUL BIDDERS
•
•
•
If no address is provided, bid checks may be held by the City Treasurer after the
City has made the award to the successful bidder or bidders.
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EXHIBIT "A"
Page 7 of 7
0
0
CERTIFICATE OF POSTING AGENDA
I. Ronald L. Hart, hereby certify as follows:
I am City Clerk of the City of E1 Segundo.
At least 72 hours prior to the following specified regular
meeting of the City Council of said City, I caused to be posted a
list of items constituting the agenda for said meeting at 350
Main Street, E1 Segundo, California, a place where members of the
public might view the same, said meeting being a regular meeting
held on July 5, 1988.
A copy of said list constituting said agenda, which is in
all respects the same as that so posted, is attached hereto and
incorporated herein by reference.
I certify under penalty of perjury that the foregoing is
true and correct.
EXECUTED at El Segundo, California this 5th day of July,
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RONALD L. HART
CITY CLERK