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CC RESOLUTION 3545.g .. RESOLUTION NO. 3545 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO, CALIFORNIA, PROVIDING FOR THE ISSUANCE AND SALE OF ITS 1988 TAX AND REVENUE ANTICIPATION NOTES IN THE AMOUNT OF $3,000,000, PLEDGING REVENUES, APPROVING OFFICIAL STATEMENT, AND ENTERING INTO CERTAIN TAX COVENANTS IN CONNECTION WITH SUCH NOTES WHEREAS, the City of El Segundo (the "City ") has determined by a resolution adopted on July 5, 1988 (the "Resolution ") that it is necessary for the City to issue negotiable notes pursuant to Article 7. 6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act "); and WHEREAS, in order for the City of El Segundo (the "City ") to meet its lawful obligations prior to the receipt of revenue and taxes in fiscal year 1988 -1989 it is necessary to issue such notes in the aggregate principal amount of Three Million Dollars ($3,000,000); and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of El Segundo, California, (the "City Council") as follows: SECTION 1. Negotiable notes in the name of the City in the aggregate principal amount of Three Million Dollars ($3,000,000) (the "Notes ") shall be issued for any purposes for which the City is authorized to expend moneys, under and subject to the terms of this Resolution and in accordance with the provisions of Article 7.6 of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California. The Notes shall be dated August 2, 1988 and shall bear interest at such stated rate or rates, not exceeding twelve percent (12 %) per annum, as will be fixed by the City Council herein. Such interest shall be payable on maturity, and shall be computed on a 30 -day month and 360 -day year basis. The Notes shall all mature on August 1, 1989, and shall be issued in such denominations of $5,000, $25,000, $50,000 or $100,000 as shall be specified by the successful bidder or bidders for such Notes and as hereinafter provided, and shall be numbered from 1 consecutively upward in order of their issuance. The Notes shall be designated "City of E1 Segundo 1988 Tax and Revenue Anticipation Notes." Both the principal of and interest on the Notes shall be payable in lawful money of the United States of aAmerica upon presentation and surrender at the office of the Paying Agent of the City, State Street Bank & Trust Company of California, N.A., in Los Angeles, California. 0 SECTION 2. The Notes, together with the interest thereon, are payable only out of taxes, income, revenues, cash receipts, and other moneys of the City attributable to the fiscal year ending June 30, 1989 and which are legally available for payment thereof (the "Unrestricted Revenues "). SECTION 3. The Notes shall not be subject to call or redemption before their fixed maturity date. SECTION 4. The Notes shall be issued without coupons and shall be in substantially the following form, the blanks in said form to be filled in with appropriate words or numbers to comply with the provisions of this Resolution: 1 193/E4425- 0001 /102RESAUT.WP 07/18/88 (8:18am) M No. STATE OF CALIFORNIA CITY OF EL SEGUNDO 1988 TAX AND REVENUE ANTICIPATION NOTE CUSI FOR VALUE RECEIVED, the City of E1 Segundo, California, a municipal corporation organized and existing under and by virtue of the laws of the State of California (the "City "), promises to pay to BEARER on August 2, 19891 the principal sum of _______ THOUSAND DOLLARS ($ ) in lawful move of the United States of America, with interest thereon at the rate of PERCENT (_ %) per annum from the date hereof and payable on maturity. Interest shall be computed on a 30 -day month and a 360 -day year basis. Both the principal of and the interest on this Note shall be payable only upon surrender of this Note as the same shall become due at the office of the Paying Agent, State Street Bank & Trust Company of California, N.A., in the City of E1 Segundo; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. The City has designated this Note a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Note is part of an issue of Three Million Dollar ($3,000,000) aggregate principal amount of notes (the "Notes ") issued by the City Council of the City of El Segundo, State of California, in the name and on behalf of the City, under and in accordance with the provisions of Article 7.6 of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (constituting Sections 53850 to 53858, inclusive, of said Code) and a resolution duly adopted by the City Council on July 5, 1988. Payment of the principal of and interest on this Note 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 -1989 from (a) the first $500,000 of all income, taxes, revenues, cash receipts and other moneys of the City attributable to the fiscal year ending June 30, 1989 and legally available for payment hereof (the "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 the month of April 1989; and (c) the first $500,000, plus an amount sufficient to insure payment of all interest on the Notes, of Unrestricted Revenues to be received or accrued by the City in the month of June 1989. This Note and the interest hereon shall be payable from said pledged moneys and from all other income, revenue, cash receipts and moneys of the City lawfully available for the payment of this Note and the interest hereon. However, the Notes are payable only from revenues received or accrued during the fiscal year in which the Notes are issued. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Notes are issued in conformity with the laws of the State of California and the proceedings of the City Council of the City of E1 Segundo, California, including a resolution duly and regularly passed and adopted by said City Council on July 5, 1988, authorizing the same, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in regular and due time, form and manner as required by law, and that the Notes, together with all other indebtedness and 2 193/E4425-0001/102RESAUT.WP 07/18/88 (8:18am) obligations of the City, do not exceed any limit prescribed by the Constitution and statutes of the State of California. IN WITNESS WHEREOF, the City Council of the City of E1 . Segundo, California, has caused this Note to be executed by the Mayor and by the Treasurer of the City, and countersigned by the City Clerk, which signatures may be facsimile signatures, except that at least one of such signature shall be manually affixed, and the City Clerk has caused the official seal of the City, or a facsimile thereof, to be affixed or imprinted hereon and has caused this Note to be dated August 2, 1988. /s/ Mayor of the City of El Segundo /s/ Treasurer of the City of E1 Segundo [SEAL] COUNTERSIGNED: /s/ City Clerk of the City of E1 Segundo SECTION 5. The Mayor and the Treasurer of the City (the "Treasurer ") are hereby authorized and directed to sign each of the Notes, and the City Clerk of the City of E1 Segundo is hereby authorized and directed to countersign each of the Notes, and the City Clerk is hereby authorized and directed to cause to be imprinted by facsimile the official seal of the City on each of the Notes. Any of such signatures may be printed, lithographed or engraved by facsimile signature, but at least one of such signatures shall be manual. Such signing, countersigning and sealing as herein provided shall be sufficient and binding execution of the Notes in the name and on behalf of the City. SECTION 6. All proceeds of sale of the Notes shall be deposited into the general fund of the City, to be withdrawn and expended for any purposes for which the City is authorized to expend money, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the City, in accordance with Sections 53850 through 53858 of the Act and for such uses as are permissible under applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code ") and regulations pertaining thereto (the "Treasury Regulations "). SECTION 7. In order for the interest on the Notes to remain excluded from gross income for federal income taxation purposes, the City covenants to comply with each applicable requirement of the Code; and, without limiting the generality of the foregoing, specifically covenants: (a) That it shall file such reports or other documents with the Internal Revenue Service as is required by the Code and the Treasury Regulations. (b) That it will cause none of the gross proceeds of the Notes to be invested in investments which are deemed to be "federally guaranteed" within the meaning of Section 149(b) of the Code. The Director of Finance is authorized and directed to file such reports or other documents with the Internal Revenue 3 193 /E4425-0001 /102RESAUT.WP 07/18/88 (8:18am) I Service, including, but not limited to, the appropriate form in the 8038 series, and to do all other things necessary or appropriate to ensure compliance with these covenants. SECTION 8. The City finds, determines and declares: (1) that at least ninety -five percent (95 %) of the proceeds of the Notes (including premium, if any) are to be used for local governmental activities of the City; (2) that the aggregate face amount of all tax - exempt bonds (other than private activity bonds as defined in Section 141 of the Code) issued by the City (and all subordinate entities thereof) during the 1988 calendar year is not reasonably expected to exceed Five Million Dollars ($5,000,000) excluding, however, tax - exempt obligations which are not outstanding on the Closing Date; (3) that the Notes are designated to be "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code. SECTION 9. The Notes and the interest thereon shall be secured by a pledge of and first lien and charge against moneys to be received or accrued by the City in fiscal year 1988 -1989 from (a) the first $500,000 of all income, taxes, revenues, cash receipts and other moneys of the City attributable to the fiscal year ending June 30, 1989 and legally available for payment hereof (the "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 the month of' April 1989; and (c) the first $500,000, plus an amount sufficient to insure payment of all interest on the Notes, of Unrestricted Revenues to be received or accrued by the City in the month of June 1989 (the "Pledged Revenues "). There is hereby established and created a special fund designated the "1988 Tax and Revenue Anticipation Notes Repayment Fund" (the "Note Fund "), into which the Treasurer shall deposit all of the Pledged Revenues promptly at the time of distribution thereof. In the event that there are insufficient Pledged Revenues to permit deposit into the Note Fund of the full amount of the pledge to be deposited in that month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The Notes and the interest thereon shall be payable from the Pledged Revenues and from all other income, revenue, cash receipts and moneys of the City lawfully available for the payment of the Notes and the interest thereon. Moneys shall be withdrawn from the Note Fund for the sole purpose of paying the principal of and the interest on the Notes as the same shall become due and payable. Any money deposited in the Note Fund may be invested as permitted by Section 53601 of the Government Code of the State of California, and the proceeds of any such investments shall be deposited in the Note Fund and shall be part of the above Pledged Revenues. Any moneys in the Note Fund in excess of the amount required to pay the principal of and the interest on the Notes as the same shall become due and payable, may be withdrawn by the City on or after June 30, 1989 and released to the general fund of the City. SECTION 10. The City Council hereby finds and determines that the aggregate principal amount of the Notes, together with interest thereon, does not exceed 85 percent of the estimated amount of the now uncollected taxes, income, revenue, cash receipts and other moneys of the City which will be available for the payment of the principal of and the interest on the Notes. SECTION 11. The bid by the following bidder for the following Notes at the following rate of interest is hereby accepted: 4 193 /E4425-0001 /102RESAUT.UP 07/18/88 (8:18am) Name of Notes Numbered Principal Interest Rate Bidder (Inclusive) Denomination Amount Per Annum Prudential- Bache 1 - 5 - 4 23 $25,000 $100,000 $1001000 6.25 %$ $1,900,000 6.25% Securities of 24 - 33 $100,000 $110001000 6.00% The Treasurer is hereby authorized and directed to deliver the Notes to the bidder named above (the "Purchaser ") upon payment to the Treasurer of the purchase price, namely, the par value thereof plus the premium thereon, as follows: Name of Par Value of Premium on Notes Bidder Notes Bid Upon Bid Upon Prudential- $2,000,000 $6,300 Bache Securities if $1,000,000 $2,230 The Notes shall bear interest, payable at the maturity of the Notes, at said rate hereinabove set forth. SECTION 12. All bids except the bid accepted pursuant to Section 11 hereof are hereby rejected, and the Treasurer is hereby directed to return to the unsuccessful bidders their several checks accompanying their respective bids. SECTION 13. The Treasurer is directed to cause to be lithographed, printed or engraved a sufficient number of blank notes of suitable quality, said notes to show on their face that the same bear interest at the rates aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this resolution, and to procure their execution by the proper officers, and to deliver said notes when so executed to the Purchaser upon the receipt of the purchase price. SECTION 14. The Mayor of the City, the Treasurer or his authorized deputy and the Director of Finance are further authorized and directed to make, execute and deliver to the purchaser of the Notes (a) a certificate attesting to the use of the proceeds of the Notes, the investment thereof, and any other matters relating to the exclusion from gross income for federal taxation purposes of the interest on the Notes pursuant to the Code; (b) a certificate certifying to the genuineness and due execution of the Notes; and (c) a receipt evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price has been paid and has been received by the City of E1 Segundo. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes executed pursuant to the authority of this Resolution. Such officers are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. SECTION 15. This resolution shall take effect from and after its passage and adoption. � X APPROVED AND ADOPTED this 19th day y 1988. CARL JACOBS , Mayor Att st: RONALD L. HART, CITY CLERK 5 193/E4425-0001/102RESAUT.WP 07/19/88 (6:49am) 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. 3545 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 19th 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 5th day of August, 1988. �J RONALD L. HART City Clerk of the City of E1 Segundo, California (SEAL)