Loading...
2002-124-Authorizing The Execution, Sale And Delivery Of Not To Exceed $11000000 Certificates Of Participation, Authorizing And Directing Execution Of Related Lease/ ~. ` .22030-06 ~ 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. -2- 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 -3-