2010-045-Los Gatos Town Council Authorizing The Execution, Sale And Delivery Of Not To Exceed $16,500,000 Certificates Of ParticipationRESOLUTION 2010-045
A RESOLUTION OF THE LOS GATOS TOWN COUNCIL AUTHORIZING THE
EXECUTION, SALE AND DELIVERY OF NOT TO EXCEED $16,500,000
CERTIFICATES OF PARTICIPATION, AUTHORIZING AND DIRECTING
EXECUTION OF RELATED LEASE FINANCING DOCUMENTS AND TRUST
AGREEMENT, APPROVING OFFICIAL STATEMENT, AND AUTHORIZING
OFFICIAL ACTIONS
RESOLVED, by the Town of Los Gatos, California (the "Town"), as follows:
WHEREAS, the Town, working together with the Los Gatos Redevelopment Agency
(the "Agency"), is proposing to proceed with a lease financing to provide for the construction
and development of a new library for the Town (the "Project");
WHEREAS, to that end, the Town has determined to provide for the execution and
delivery of 2010 Certificates of Participation (Library Project) (the "Certificates"), the proceeds
of which will be used to finance the Project; and
WHEREAS, for purposes of the sale of the Certificates, E. Wagner & Associates, Inc.,
as Financial Advisor to the Town and Jones Hall, A Professional Law Corporation, as Special
Counsel and Disclosure Counsel to the Town, have caused to be prepared an Official Statement
describing the Certificates, the preliminary form of which is on file with the Clerk Adminish•ator
and the Members of the Town Council, with the aid of their staff, have undertaken such review
of the Official Statement as hereinafter described as is necessary to assure proper disclosure of
all material facts relating to the Certificates that are within the personal knowledge of Council
Members and the staff;
NOW, THEREFORE, IT IS HEREBY ORDERED AND DETERMINED, by the
Board of Directors of the Redevelopment Agency of the Town of Los Gatos, as follows:
Seclior~ 1. Execution and Delivery of Certificates. The Town hereby authorizes the
execution and delivery of the Certificates, representing the right to receive lease payments under
the Lease Agreement (as described below), in the aggregate principal amount of not to exceed
$16,500,000, and the execution and delivery of the following agreements (collectively, the
"Agreements"):
(a) Site Lease, between the Town, as lessor, and the Agency, as lessee;
(b) Lease Agreement, between the Agency, as sublessor, and the Town, as sublessee;
and
(c) Trust Agreement, among the Town, the Agency and The Bank of New York
Mellon Trust Company, N.A. (the "Trustee").
The Town hereby approves and separately authorizes the Mayor, the Town Manager, the
Assistant Town Manager or the Finance and Administrative Services Director (each an
"Authorized Officer") to execute the Agreements, and the Clerk Administrator is hereby
authorized and directed to attest and affix the seal of the Town to said Agreements, in
substantially the forms on file with the Clerk Adminish'ator, together with any changes therein or
additions thereto deemed advisable by the Authorized Officer, whose execution thereof shall be
conclusive evidence of approval of any such additions and changes.
Section 2. Reimbursement Agreement Approved. The Town hereby approves and
authorizes the Authorized Officer to execute and the Clerk Administrator to attest, a form of
Reimbursement Agreement, between the Agency and the Town, pursuant to which the Agency
will reimburse the Town for all or a portion of the casts of construction and development of the
Project, and said agreement will create an indebtedness of the Agency for the purpose of
completing the Redevelopment Plan for the Central Los Gatos Redevelopment Agency Project
Area which will be benefited by the Project as determined by a resolution of the Town Council
adopted on May 3, 2010.
Section 3. Sale of Certificates. The Town hereby approves the sale of the Certificates by
public sale. The forms of the Official Notice of Sale on file with the Clerk Administrator are
hereby approved. The Authorized Officer is hereby authorized to offer the Certificates for sale
pursuant to the terms contained in the Official Notice of Sale in substantially the form on file
with the Clerk Administrator.
The Authorized Officer is hereby authorized and directed to cause the publication of the
Notice of Sale of the Certificates in substantially the form on file with the Clerk Administrator in
The Bond Buyer, a financial newspaper of statewide circulation, one time, at least five (5) days
before the date of the sale of the Certificates.
The Authorized Officer is hereby authorized, on behalf of the Town, to accept the best
responsive bid for the Certificates, determined in accordance with the parameters and the criteria
set forth in the Official Notice of Sale, or to reject all bids.
Section 4. Official Statement. The Town hereby approves, and hereby deems nearly
final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the
preliminary Official Statement describing the Certificates, in the farm on file with the Clerk
Administrator. The purchaser of the Certificates is hereby authorized to distribute the Official
Statement in connection with the sale of the Certificates. The Town Manager is hereby
authorized and directed to (a) execute and deliver to the purchaser of the Certificates a certificate
deeming the preliminary Official Statement to be nearly final as of its date, (b) approve any
changes in or additions to cause such Preliminary Official Statement to be put in final form, and
(c) execute said final Official Statement for and in the name and on behalf of the Town.
Section 5. Bank Qualification. The Town hereby designates the Certificates for purposes
of paragraph (3) of section 265(b) of the Internal Revenue Code of 1986, as amended (the "Tax
Code"), and represents that not more than $30,000,000 aggregate principal amount of obligations
the interest on which is excludable (under section 103(a) of the Tax Code) from gross income for
federal income tax purposes (excluding (i) private activity bonds, as defined in section 141 of the
Tax Code, except qualified 501(c)(3) bonds as defined in section 145 of the Tax Code and (ii)
current refunding obligations to the extent the amount of the refunding obligation does not
exceed the outstanding amount of the refunded obligation), including the Certificates, has been
or will be issued by the Town, including all subordinate entities of the Town, dm'ing the calendar
year 2010.
Section 6. Enaa¢ement of Professional Services. The Town hereby authorizes the
engagement of the firm of Jones Hall, A Professional Law Corporation, to act as bond counsel
and disclosure counsel to the Agency in connection with the financing described herein, and the
firm of E. Wagner & Associates, Inc., to act as financial advisor to the Town in connection with
the financing described herein. Each of said firms shall perform such services, and receive such
compensation, as set forth in the respective proposals from such firms which have previously
been made to the Town. The Designated Officers are hereby authorized to execute contracts with
bond counsel/disclosure counsel and financial advisor on behalf of the Town.
Section 7. Official Actions. The Mayor, the Town Manager, the Assistant Town
Manager, the Finance and Administrative Services Director, the Clerk Administrator and all
other officers of the Town are each authorized and directed in the name and on behalf of the
Town to make any and all assignments, certificates, requisitions, agreements, notices, consents,
instruments of conveyance, warl•ants and other documents which they or any of them might
deem necessary or appropriate in order to consummate any of the transactions contemplated by
the documents approved pursuant to this Resolution. Whenever in this resolution any officer of
the Town is authorized to execute or countersign any document or take any action, such
execution, countersigning or action may be taken on behalf of such officer by any person
designated by such officer to act on his or her behalf in the case such officer shall be absent or
unavailable.
Section 8. Effective Date. This resolution shall take effect from and after the date of
approval and adoption thereof.
PASSEll ANll ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos,
California, he]d on the 3rd day of May, 2010 by the following vote:
COUNCIL MEMBERS:
AYES: Joe Pirzynski, Steve Ricc, Barbara Spector, Mike Wasserman and Mayor Diane McNult
NAYS:
ABSENT:
ABSTAIN:
SIGNED: (\%ny~ ~{,C~~
MAYOR OF THE TOWN OP LOS GATOS
LOS GATOS, CALIFORNIA
A
CLERT{ t~-ISTRATOR OF TfIE TOWN OP LOS GATOS
LOS GATOS. CALIFORNIA