2002-124-Authorizing The Execution, Sale And Delivery Of Not To Exceed $11000000 Certificates Of Participation, Authorizing And Directing Execution Of Related Lease/ ~.
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JI3iDJO:Urf 6/25./.02
RESOLUTION NO, 2002 - 124
A RESOLUTION OF THE LOS GATOS TOWN COUNCIL AUTHORIZING THE
EXECUTION, SALE AND DELIVERY OF NOT TO EXCEED $11,000,000
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 .acquisition,
construction, and improvement of various street, landscaping and other improvements
,(collectively, the "Project");
WHEREAS, to that end, the Town .has determined to provide ,for the execution and
delivery of Certificates of Participation, 2002 Series A (Capital Improvement Projects) (the
"Certificates"), the proceeds of which will be used to finance the Project;
WHEREAS, for purposes of the sale of the Certificates, E. Wagner & .Associates, Inc.., as
.Financial Advisor to the Town (the "Financial Advisor"), has caused to be prepared an Official
Statement describing the Certificates, the preliminary form of which is on file with :the Town
Clerk 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 Councilmembers and the staff;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 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 $11,000,000, and the .execution and delivery of the following agreements (collectively,
the "Agreements")
(a) Site Lease, by .and between the Town, as lessor, and the .Agency, as lessee;
(b) Lease Agreement, by and between the Agency, as sublessor, and the Town, as
sublessee; and
(c) Trust Agreement, by and among the Town, the Agency and BNY Western Trust
Company(the "Trustee").
The Town hereby approves and separately authorizes the Town Manager, the Assistant
Town Manager or the Finance and Administrative Services Director -(each an "Authorized
Officer") to execute the Agreements, and the Town Clerk 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 Town Clerk, 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
uchadditions and changes.
.Section 2. Reimbttrsernent .Agreement Approved. The Town hereby approves and
authorizes the Authorized Officer to execute and the Town Clerk to attest, a forth of
Reimbursement Agreement, by and between the .Agency ..and the Town, pursuant to which the
Agency will reimburse the Town for .all or a portion of the costs of .acquisition and equipping
construction 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 Resolution No.
2002-14RD, adopted by the Town Council on June 3, 2002.,
.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 and the Official Bid Form on file with the
Town Clerk are hereby approved. The Authorized Officer is hereby authorized to offer the
Certificates for gale pursuant to the terms contained in the Official Notice of Sale in substantially
the form on file with the Town Clerk.
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 Town Clerk in The
Bond .Buyer, a .financial newspaper of statewide circulation, one time, at least fifteen (15) 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 as set forth in the Official Notice of :Sale or reject
all bids.
Section 4. Official Statement.. The Town hereby approves, and hereby deems nearly final
within the meaning of Role 15c2-12 of-the Securities Exchange Act of 1934, the preliminary
Official Statement .describing the Certificates, in the form on file with the Town Clerk. 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.
Sec#:ion 5. Official Actions. The Mayor, the Town Manager, the Assistant Town
1Vlanager, the Finance and Administrative Services Director, the Town Clerk 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, warrants 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 resohttion 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 6. Effective Date. This resolution shall take effect from and after the date of
approval and adoption thereof.
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The foregoing resolution was introduced at a regular meeting of the Council of the Town
of Los Gatos held on the 1ST day of JULY , 2002, was passed and adopted by the
following vote:
AYES: Councilmembers: STEVEN BLANTON, SANDY QECKER, STEVE GLICKMAN,
JOE PIRZYNSKI, MAYDR'RANDY ATTAWAY
NOES: Councilmembers: NONE
ABSENT: Councilmembers; NONE
ABSTAIN: Councilmembers: NONE
ATTEST:
C / ~
Marian Cosgrove, To lerk
[SEAL]
APPROVED AS TO FORM:
B ~f~--~ Orr Korb. Town Attorne
Y Y ~ Y
SIGNED:
MAYOR OF TH OWN OF LOS A OS
LOS GATOS, ALI'FORNIA
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