CC RESOLUTION 3775RESOLUTION NO. 3775
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF EL SEGUNDO, CALIFORNIA, AUTHORIZING AND
DIRECTING THE PREPARATION AND EXECUTION OF
CERTAIN LEASE FINANCING DOCUMENTS,
AUTHORIZING THE PREPARATION AND
DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT IN CONNECTION WITH THE OFFERING
AND SALE OF CERTIFICATES OF PARTICIPATION
RELATING THERETO, AND AUTHORIZING AND
DIRECTING CERTAIN ACTIONS WITH RESPECT
THERETO
RESOLVED, by the City Council of the City of El Segundo, California (the "City "),
as follows:
WHEREAS, the City, working together with the Cities of Antioch and Half Moon
Bay and the Town of Woodside (collectively, the 'Participants "), and the ABAG Finance
Corporation (the "Corporation "), is proposing to proceed with a joint lease financing; and
• WHEREAS, in connection therewith, the City proposes to finance certain property
described in the Lease Agreement (as hereinafter defined) (the 'Project ") and it is in the
public interest and for the public benefit that the City authorize and direct execution of the
Lease Agreement and certain other financing documents in connection therewith; and
WHEREAS, Kelling, Northcross & Nobriga, Inc., financial advisor to the City (the
"Financial Advisor "), has been directed to prepare a preliminary official statement containing
information material to the offering and sale of the Certificates of Participation described
below; and
WHEREAS, the documents described in this resolution are either on file in the office
of the City Clerk or have been presented to each member of the City Council;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The below - enumerated documents be and are hereby approved, and the
Mayor, the City Manager or the Finance Director is hereby authorized and directed to
execute said documents, with such changes, insertions and omissions as may be approved by
such official, and the City Clerk is hereby authorized and directed to attest to such official's
signature:
(a) a site lease, between the City, as lessor, and the Corporation, as lessee;
(b) a lease agreement, relating to the Project, between the Corporation, as lessor, and
the City, as lessee (the "Lease Agreement "), so long as the term of the Lease Agreement
does not exceed twenty -one (21) years, so long as the principal amount of the Lease
Agreement does not exceed $6,200,000 and so long as the Lease Payments payable by the
City under the Lease Agreement in any twelve -month period beginning on August 2 and
ending on the following August 1 do not exceed $595,000;
(c) a trust agreement, by and among the Corporation, the Participants and a trustee
to be selected (the "Trust Agreement "), relating to the financing, and the execution and
delivery of the Certificates of Participation evidencing the direct, undivided fractional
interests of the owners thereof in lease payments to be made by the City under the Lease
Agreement and in the lease payments to be made by the other Participants under separate
lease agreements (the "Certificates of Participation "); and
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(d) a purchase agreement by and among the underwriter to be selected (the
"Underwriter ") and the Participants relating to the purchase by the Underwriter of the
Certificates of Participation, so long as the principal amount of the Certificates of
• Participation attributable to the City will not exceed $6,200,000 and so long as the
Underwriter's discount with respect to the Certificates of Participation does not exceed
1.5 %.
Section 2. The City hereby approves the preparation of a Preliminary Official
Statement describing the financing, together with any changes therein or additions thereto
deemed advisable by the Mayor, the City Manager or the Finance Director. The City
authorizes and directs the Finance Director, on behalf of the City, to deem "final" pursuant
to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") the Preliminary
Official Statement prior to its distribution by the Underwriter.
Section 3. The Financial Advisor, on behalf of the City, together with the
Underwriter, is authorized and directed to cause the Preliminary Official Statement to be
distributed to such investors and other persons as may be interested in purchasing the
Certificates of Participation therein offered for sale if, in its judgment, such distribution
would enhance the marketing of the Certificates of Participation.
Section 4. The Mayor, the City Manager or the Finance Director is authorized and
directed to cause the Preliminary Official Statement to be brought into the form of a final
official statement (the "Final Official Statement ") and to execute said Final Official
Statement, dated as of the date of the sale of the Certificates of Participation, and a
statement that the facts contained in the Final Official Statement, and any supplement or
amendment thereto (which shall be deemed an original part thereof for the purpose of such
statement) were, at the time of sale of the Certificates of Participation, true and correct in
all material respects and that the Final Official Statement did not, on the date of sale of the
Certificates of Participation, and does not, as of the date of delivery of the Certificates of
Participation, contain any untrue statement of a material fact with respect to the City or
omit to state material facts with respect to the City required to be stated where necessary
to make any statement made therein not misleading in the light of the circumstances under
which it was made. The Mayor, the City Manager or the Finance Director shall take such
further actions prior to the signing of the Final Official Statement as are deemed necessary
or appropriate to verify the accuracy thereof. The execution of the final Official Statement,
which shall include such changes and additions thereto deemed advisable by the Mayor, the
City Manager or the Finance Director and such information permitted to be excluded from
the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the
approval of the final Official Statement by the City.
Section S. The Final Official Statement, when prepared, is approved for distribution
in connection with the offering and sale of the Certificates of Participation.
Section 6. The Mayor, the City Manager, the Finance Director, the City Clerk and
all other appropriate officials of the City are hereby authorized and directed to execute such
other agreements, documents and certificates as may be necessary to effect the purposes of
this resolution and the financing herein authorized.
Section 7. This Resolution shall take effect upon its adoption by this City Council
and upon final written approval of the City Attorney.
Section 8. The City Clerk shall certify to the passage and adoption of this Resolution
and enter it into the book of original Resolutions.
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PASSED, APPROVED AND ADOPTED ON THE 7th DAY OF JULY, 1992
ATTEST:
(SEAL)
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YOR, CIT L SEGUNDO,
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ] SS
CITY OF EL SEGUNDO 1
I, Cindy Mortesen, City Clerk of the City of El Segundo, California, DO
HEREBY CERTIFY and ex- officio Clerk of the City Council of said City, do
herby certify and attest the foregoing to be a full, an correct duplicate
original of RESOLUTION NO. 3775 in the office, and that I have carefully
compared the same with the original.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of the City of El Segundo, California this 17th day of August,
1992.
NDY ESE
City Clerk of the
City of El Segundo,
California
(SEAL)
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