2010050305 - Library Project-Allocate Redevelopment Funds-Lease Financing Documents-Certificates of ParticipationtowN o,~ MEETING DATE: MAY 3, 2010
ITEM NO: 5
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7
tos•~GA,~oS -COUNCIL/AGENCY AGENDA REPORT
DATE: APRIL 29, 2010
TO: MAYOR AND TOWN COUNCIL/
CHAIR AND MEMBERS OF THE REDEVELOPMENT AGENCY
FROM: GREG CARSON, TOWN MANAGER/EXECUTIVE DIRECTOR ~,~`~
SUBJECT: LIBRARY PROJECT
A. HOLD A PUBLIC HEARING PURSUANT TO HEALTH AND SAFETY CODE
SECTION 33679 AND ADOPT RESOLUTION ADOPTING FINDINGS
REQUIRED BY CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445
AUTHORIZING ALLOCATION OF REDEVELOPMENT FUNDS TO THE NEW
LIBRARY BUILDING
B. ADOPT 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
C. ADOPT RESOLUTION OF THE LOS GATOS REDEVELOPMENT AGENCY
AUTHORIZING THE EXECUTION AND DELIVERY OF NOT TO EXCEED
$16,500,000 CERTIFICATES OF PARTICIPATION, AUTHORIZING AND
DIRECTING EXECUTION OF RELATED LEASE FINANCING DOCUMENTS,
APPROVING OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL
ACTIONS
RFJCOMMENDATION:
Staff recommends the Town Council and the Los Gatos Redevelopment Agency Board adopt the
following resolutions:
PREPARED BY: ST CO Y
Administrativ e ices/Finance Director
SC:pg
N:\MGR\AdminworkFiles\2010 Council Reports\5-3-10 Library Project TC Report.doc
Reviewed by: Assistant Town Manager/Deputy Director Town Attorney/General Counsel
Clerk Administrator/Secretary Finance
Community Development
PAGE 2
MAYOR AND TOWN COUNCIL/CHAIR AND MEMBERS OF THE REDEVELOPMENT
AGENCY
SUBJECT: LIBRARY PROJECT
APRIL 29, 2010
1. Town Council/ Los Gatos Redevelopment Agency Board (joint action)
Resolution malting the necessary findings and determinations in accordance with Health and Safety
Code Section 33445 for the financing of the new library which will be partially funded by the Los
Gatos Redevelopment Agency:
2. Town Council (separate action)
Resolution Authorizing the Execution and Delivery of not to Exceed $16,500,000 Certificates of
Participation, Authorizing and Directing. Execution of Related Lease Financing Documents, Trust
Agreement, and Certificate Purchase Agreement, Approving Official Statement and Authorizing
Official Actions.
3. Los Gatos Redevelopment Agency Board (separate action)
Resolution Authorizing the Execution and Delivery of not to Exceed $16,500,000 Certificates of
Participation, Authorizing and Directing Execution of Related Lease Financing Documents,
Approving Official Statement and Authorizing Official Actions.
BACKGROUND:
On Apri17, 2008, Council approved $18.3 million in funding for the new library, a significant part of
which was anticipated to be funded from the proceeds of a future Redevelopment financing. Staff has
proceeded accordingly with the execution and delivery of Certificates of Participation (the "COPS") to
finance approximately $14.0 million in construction and other costs for the new Library.
The Council Finance Sub-committee reviewed the proposed financing on April 13, 2010.
DISCUSSION:
The discussion that follows presents the findings of benefit as required by state law for redevelopment
agency funding, and a summary of the financing structure and the requisite documents that must be
approved by Council and the Agency in order to move forward with the sale and execution of the COPS.
As required by Section 33679 of the California Health and Safety code, a public hearing will need to be
held prior to the adoption of the resolutions described herein. Notice has been published in the Los
Gatos Weeltly Times on Apri121st and 28t1i, as required by Section 33679.
A. Findings of Benefit
The new library project is located within the Redevelopment Agency's Downtown Project Area's
boundaries. The new library project is anticipated to enhance the general quality of life. in the project
area, including. services to adults, youth and seniors. As proposed, the project is a key element to the
successful implementation of the Plan and integral to the achievement. of the overall goals of the Plan
and the Project Area.
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MAYOR AND TOWN COUNCIL/CHAIR AND MEMBERS OF THE REDEVELOPMENT
AGENCY
SUBJECT: LIBRARY PROJECT
APRIL 29, 2010
The existing Library was constructed in 1966 and is approximately 13;000 square feet. It is both
undersized by library standards, is under parked and is not fully ADA accessible. The degree to which it
is undersized forces library patrons and potential patrons to seek out other libraries which negatively
impact traffic, safety and the general welfare of the community. This result also draws patrons away
from the Redevelopment project area and frustrates the goals of the Plan.
A modern, properly-sized fully-accessible library with adequate parking will enhance both the project
area as well as the general welfare of the community. The project as proposed will replace some
blighted buildings which were of little utility and almost no value to the community. They too were
blighted, in need of repair and inaccessible under current ADA standards. Completion of the library
project will therefore not only add additional library services to the Town commensurate with its size
and population, it will also correct deficiencies and blight in existing Town assets and infrastructure as
well as achieve the Town's goal of providing accessibility to all Town assets and structures.
B. No Other Means of Reasonable Financing.
There are no other reasonable means available to the Town for financing the $14 million in proposed
RDA financing for the new library project given that:
1. In the development of the FY 2009/10 Operating Budget, the Town experienced declines in major
sources of revenue such as sales tax, transient occupancy taxes, licenses and permits and charges for
services. A balanced budget was adopted for FY 2009/10, but it was achieved through operating and
service level reductions totaling approximately $2.2 million. Projections for the FY 2010/11
operating budget indicated that an approximate $2.0 million reduction/adjustment will be required to
balance the operating revenues with. expenditures.
2. The Town's approved Five Year Capital Improvement Plan has allocated all available resources in
designated reserves for approved priority capital projects, emphasizing infrastructure and public
safety. There are no remaining unallocated designated reserve balances in the Town's General Fund
that can be utilized for the library beyond the approximate $4.3 of Town reserves dedicated to the
new library as part of the FY 2008/09 Five Year Capital Improvement Program.
C. Elimination of Blighting Conditions
The use of Agency.funds toward the cost of the new library will assist in the elimination of one or more
blighting conditions within the project area, in that:
1. The new library will enhance the civic center complex and nearby neighborhoods .and will replace a
currently inadequate public facility.
2. The new library is anticipated to draw an increase of residents and visitors to the new facility, which
will lead to potential new economic activity in the nearby neighborhoods, contributing to the
removal of economic blight.
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MAYOR AND TOWN COUNCIL/CHAIR AND MEMBERS OF THE REDEVELOPMENT
AGENCY
SUBJECT: LIBRARY PROJECT
APRIL 29, 2010
3. The new library project is specifically mentioned in the Five Year Implementation Plan work plan
adopted December 21, 2009, calling for the Agency to assist the Town in funding. the conceptual
design, entitlement, and construction of the new library facility.
D. Consistency with the Redevelopment Agenc~plementation Plan
The use of the Agency funds toward the cost of financing the new library is consistent with the most
recent RDA Five Year Implementation Plan adopted on December 21, 2009 for the project area pursuant
to California Health and Safety Code 33490, in that:
1. The new library project addresses the specific goals and objectives of the Five Year Implementation
Plan which called for the Agency to continue to repair or reconstruct damaged, inadequate or
deteriorated public improvements, facilities, and utilities.
2. By furthering the specific goals and objectives of the Five Year Implementation Plan, the new
library and the Agency's financial assistance to the project are a means to eliminate blight within the
project area. and to facilitate the objectives of the plan.
E. Financing Structure
The Town of Los Gatos (the "Town") previously utilized COPS in 1992 and 2002 to fund the
development of Parking Lot #4, Downtown Streetscape, and other capital~improvement projects.
Therefore, the Town has experience with issuing this form of debt.
COPS are a subset of the general financing technique known as lease/purchase financing. Within the
tax-exempt realm, alease/purchase obligation is an arrangement where a municipality, in consideration
for the use of equipment,. land, and/or real property, contracts to make payments over a specified period
of tune. At the conclusion of this contract, the purchaser (municipality) has the right to purchase the
capital project at a nominal amount (usually $1) or ownership may have already transferred by reason of
the lease agreement (which will be the case for the Town's COPs). If the financing is structured
correctly to meet the requirements established by the federal government,. the payments are exempt from
federal and state income taxation, thereby requiring a lower rate of return from the lease agreement, and
lowering the interest costs to the Town. The Town has now, through this financial instrument, accessed
the tax-exempt debt market.
A COP can have many structures. In the Town's financing, the structure will be as follows:
The Town will acquire,. construct, rehabilitate, equip and improve a new Library located in the Project
Area and in order to provide funds for such purpose the Town has agreed to lease to the Agency through
the financing documents a portion of the Civic Center (the "Leased Premises"). A complete listing of
the Leased Premises is provided herein. as Attachment 4. The Town has further agreed to sublease these
Leased Premises back from the Agency. The Town will make the lease payments from its General Fund
in order to secure the highest credit rating and the lowest interest cost possible: in today's market.
However, the Agency through a reimbursement agreement (the "Reimbursement Agreement") will
reimburse the General Fund annually for the full amount of the payments. Attached, as Attachment 5 is
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MAYOR AND TOWN COUNCIL/CHAIR AND MEMBERS OF THE REDEVELOPMENT
AGENCY .
SUBJECT: LIBRARY PROJECT
APRIL 29, 2010
a cash flow statement for the tax increment projections for the Agency and Attachment 6 is a flowchart
depicting the flow of funds for the COPS.
F. Finance Team
Town Staff has been working with the necessary consultants to bring this. financing to the Council for
approval. By resolution, Council will authorize Staff to enter into agreements for consulting services
with the following firms in the following capacities:
Name of Firm
Jones Hall, A Professional Law Corporation
E. Wagner & Associates, Inc.
The Bank of New York Trust Company
G. Certificate Documents
Role
Special Counsel and Disclosure Counsel
Financial Advisor
Trustee
By resolution, the Council and the Agency will approve the following documents that are on file with
the Clerlt Administrator:
1. Site Lease. The Site Lease is between the Town, as lessor, and the Agency, as lessee. This is the
agreement that leases the Leased Premises (i.e., Civic Center) and other properties to the Agency.
This agreement specifies the terms and conditions for the lease of the Leased Premises.
2. Lease Agreement. This agreement is between the Agency, as .sublessor and the Town, as sublessee.
This agreement specifies the terms and conditions of the sublease of the Leased Premises, term of
payments, amount of payments, responsibility for the maintenance of the Leased Premises during the
term of the agreement.
Assignment Agreement. This agreement is between the Agency and The Bank of New York
Mellon Trust Company, (the "Trustee"). In this agreement the Agency assigns substantially all its
rights under the Lease Agreement to the Trustee. For example, rather than the Town malting semi-
annualpayments to the Agency and the Agency paying the Certificate holders, the Town will make
its payments directly to the Trustee and the Trustee will pay the Certificate holders.
4. Trust Agreement. The trust agreement (the "Agreement") is among the Agency, the Town and the
Trustee and contains the terms and conditions regarding the COPS. Pursuant to the Agreement, the
Trustee is .given the authority to receive, hold, invest and disburse the monies paid to it for credit to
the various funds and accounts established under the Agreement; to execute and deliver the COPs;
and to apply and disburse the payments to Certificate owners. It sets forth the guidelines for the
administration, investment and treatment of investment earnings generated by each fund and
'account. The Agreement obligates the Town to pay compensation to the Trustee for services
rendered under the Agreement.
5. Reimbursement Agreement. This agreement is between the Town and the Agency. This
agreement contractually obligates the Agency to reimburse the Town General Fund for all lease
payments made by the Town from tax increment revenues of the Project Area.
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MAYOR AND TOWN COUNCIL/CHAIR AND MEMBERS OF THE REDEVELOPMENT
AGENCY
SUBJECT: LIBRARY PROJECT
APRIL 29, 2010
6. Official Notice of Sale and Bid Form. This document is the notice provided to the underwriting
community regarding the sale of the COPS and the manner in which the firms must submit their bid
for the purchase of the COPS on a competitive bid basis.
7. Preliminary Official Statement. This document is the public offering statement for the sale of the
COPs. This document thoroughly describes the financing program,. the public improvements to be
financed, -thee economic, financial and social characteristics of the Town and the Agency.
8. Continuing Disclosure Certificate. -This agreement is signed by the Town and satisfies the recently
adopted SEC rules regarding continuing disclosure for the COPs (SEC Rule 15c2-12(b)(5)). The
agreement obligates the Town to continue to provide information regarding the Town, the Agency
and the COPs to the secondary bond market as long as the COPS are outstanding.
H. Financing Schedule
The following is the financing. schedule:
Date of: Description of Activity
Apri123 Receive S&P and Moody's Ratings on COPs (Received AA+ from S & P and Aa2 from
Moody's)
May 3 Town Council Adopts Resolutions Authorizing Sale of Certificates and Approving
Documents
May 7 Print and Mail Preliminary Official' Statement
May 12 Construction Bid Opening and determine lowest bidder, project cost and final funding
May 20 Sale of Certificates
June 3 Certificate Closing - Delivery of Certificate Proceeds to the Town
June 7 Award of Construction Contract
ENVIRONMENTAL ASSESSMENT:
Is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
The financing program for the Project is estimated to be no more than $16,500,000 and is currently
estimated to be $15,730,000. All costs relating to the sale and delivery of the COPS will be paid for out
of the debt proceeds. There will be an annual debt service cost to the General Fund to be reimbursed
under the Reimbursement Agreement by the Agency in the amount of approximately $1,280,000.
Interest is estimated to be approximately 4.50% for 19 years. The final payments and interest rate will
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MAYOR AND TOWN COUNCIL/CHAIR AND MEMBERS OF THE REDEVELOPMENT
AGENCY
SUBJECT: LIBRARY PROJECT
APRIL 29, 2010
not be determined until bids are received on May 20, 2010. A recent study completed by Urban
Analytics of estimated tax increment to be received in the future, assuming a conservative annual growth
rate of 2% indicates sufficient funds will be available to make the annual debt service payments until the
debt is expected to be retired in 2032.
Upon completion of the bond sale, staff will return with a proposed ordinance mandating that early
receipt of tax required increment be placed in a trust or escrow reserve for subsequent debt service
payments and reimbursements as recommended by the Finance Committee.
Attachments:
1. Resolution malting the necessary findings and determinations in accordance with Health and Safety
Code Section 33445 for the financing of the new library which will be partially funded by the Los
Gatos Redevelopment Agency.
2. 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
3. Resolution of the Los Gatos Redevelopment Agency authorizing the execution and delivery of not to
exceed $16,500,000 Certificates of Participation, authorizing and directing execution of related lease
financing documents, approving Official Statement and :authorizing official actions
4. Leased Premises
5. Cash Flow Statement for the Tax Increment Projections for the Agency
6. Flow Chart Depicting the Flow of Funds for the Issuance of the Certificates of Participation
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RESOLUTION NO.
RESOLUTION OF THE TOWN COUNCIL/REDEVELOPMENT AGENCY
OF THE TOWN OF LOS GATOS
ADOPTING FINDINGS REQUIRED BY CALIFORNIA HEALTH
AND SAFETY CODE SECTION 33445 AUTHORIZING
ALLOCATION OF RDA FUNDS TO THE NEW LIBRARY BUILDING
WHEREAS, on April 7, 2008 the Town of Los Gatos approved the construction of a
new library located within the boundaries of the Agency's project area; and
WHEREAS, the use of funds from a proposed future RDA tax increment financing was
anticipated to fund, in part ($14.0 million), the $18.3 million dollar new library project; and
WHEREAS, the new library will provide civic, cultural enrichment, and an increase to
the quality of life to downtown project area residents and visitors; and
WHEREAS, Section 33445 of the California Health and .Safety Code require the Town
of Los Gatos Redevelopment Agency to mare certain findings in order for RDA monies to fund
improvements to publicly owned property. These findings include:
The Project will be of benefit to the area or immediate neighborhood governed by
the Downtown Redevelopment Project Area:
2. The Town of Los Gatos has no reasonable means of financing the library project
except through obtaining some funds from the Agency: and
3. The Project will assist in the elimination of one or more blighting conditions
adjacent to the Downtown Redevelopment Project. Area, and is consistent with
Agency's Redevelopment Plan; and
WHEREAS, Section 33679 of the California Health and Safety Code requires that, prior
to the Agency committing to use tax increment for the library project that the Town Council hold
a public hearing regarding such use of tax increment, and that notice be published with respect to
such public hearing in a newspaper of general circulation in the community for at least two
successive weeks prior to the public hearing; and
WHEREAS, such notice has been published for two successive weeks prior to the
hearing in Los Gatos Weekly, a newspaper of general circulation within the Town; and
WHEREAS, -the new Town of Los library will provide essential civic, cultural and
quality of life services the Downtown RDA project area; and
WHEREAS, the Town of Los Gatos has no other reasonable means of undesignated
funds to finance these improvements; and
Page 1 of 2
ATTACHMENT 1
WHEREAS, the only funding available to undertake this portion of the library project is
from the Redevelopment Agency funds.
NOW, THEREFORE, BE IT RESOLVED that the Town Council/Redevelopment
Agency of the Town of Los Gatos adopts the findings required by the California Health and
Safety Code Section 33445.
PASSED AND ADOPTED at a regular meeting of the Town Council/Redevelopment
Agency of the Town of Los Gatos, California, held on the 3rd day of May, 20'10 by the following
vote:
AYES:
NAYS
ABSENT:
ABSTAIN:
SIGNED:.
MAYOR/CHAIR OF THE TOWN OF
LOSGATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR/SECRETARY OF THE REDEVELOPMENT AGENCY
TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
N:\MGR\AdminWorkFiles\2010 Council Reports\5-3-10 TC RDA Resolution for New Library Building.doc
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RESOLUTION NO.
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 Clerlc Administrator
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:
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
$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 Clerlc Administrator, together with any changes therein or
Page 1 of 3
ATTACHMENT 2
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 costs. 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 Cleric 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 form 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 S. 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 1.41 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, during the calendar
year 2010.
Page2of3
Section 6. Engagement 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, 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 resolution any officer of
the Town is authorized to execute or countersign any document or take any action, such
execution, countersigning or action maybe 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.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 3rd day of May, 2010 by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
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RT.ANTC
RESOLUTION NO.
A RESOLUTION OF THE LOS GATOS REDEVELOPMENT AGENCY
AUTHORIZING THE EXECUTION AND DELIVERY OF NOT TO
EXCEED .$16,500,000 CERTIFICATES OF PARTICIPATION,
AUTHORIZING AND DIRECTING EXECUTION OF RELATED
LEASE FINANCING DOCUMENTS, APPROVING OFFICIAL
STATEMENT AND AUTHORIZING OFFICIAL ACTIONS
RESOLVED, by the Los Gatos Redevelopment Agency (the "Agency"), as follows:
WHEREAS, the .Agency, working together with the Town of Los Gatos (the "Town"), is
proposing to proceed with a lease financing to provide for the construction and development of a new
library for the Town (the "Project"); and
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 ;
NOW, THEREFORE, IT IS HERESY ORDERED AND RESOLVED, by the Board of
Directors of the Redevelopment Agency of the Town of Los Gatos, as follows:
Section 1. Execution and Delivery of Certificates. The Agency 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 aggregateprincipal 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,
(c) Assignment Agreement, among The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee"), the Agency; and
(d) Trust Agreement, among the Town, the Agency and the Trustee.
The Agency hereby approves and separately authorizes the Executive Director or the Treasurer to
execute the Agreements, and the Secretary is hereby authorized and directed to attest to said Agreements,
in substantially the forms on file with the Secretary, together with any changes therein or additions thereto
deemed advisable by such officer, whose execution thereof shall be conclusive evidence of approval of
any such additions and changes.
Section 2. Reimbursement Agreement Approved. The Agency hereby approves and
authorizes the Executive Director or the Treasurer to execute,- and the Secretary to attest, a form 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 a resolution of the Town Council adopted on May 3, 2010.
Page 1 of 2
ATTACHMENT 3
Section 3. Official Statement. The Agency 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 form on file with the Secretary. The purchaser of the Certificates is
hereby authorized to distribute the Official Statement in connection with the sale of the Certificates. The
Director 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 Agency.
Section 4. Official Actions. The Executive Director, Treasurer, Secretary and other officials of the
Agency are hereby authorized and directed to execute such other agreements, documents and certificates
as maybe necessary to effect the purposes of this resolution and' the transaction herein contemplated.
Whenever in this resolution any officer of the Agency 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 S. Effective Date. This resolution shall take effect from and after the date of approval and
adoption thereof
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Redevelopment
Agency of the Town of Los Gatos, California held on the 3'•d day of May, 2010 by the following vote:
DIRECTORS :
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
CHAIRMAN OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE TOWN OF LOS
GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR OF THE
TOWN OF LOS GATOS, CALIFORNIA
N:\MGR\AdminWorkFiles\2010 Council Reports\5-3-1-0 Libiaiy RDA Reso.doc
Page 2 of 2
THE LEASED PREMISES
The Leased Premises consist of a portion of the Town's Civic Center located
on 4.63 acres in downtown Los Gatos. The Civic Center was constructed in
1966 and consists of the Town Hall which includes Town offices and the
Council Chambers (62,000 square feet), the Police Administration Building
{5,272 square feet) and the existing Library (13,000 square feet). Once the
new Library (the "Project") opens in early 2010 and is operational, the
existing Library will be converted to staff offices, meeting rooms, a
community room and storage. The Leased Premises are bordered by E.
Main Street, Fiesta Way, Villa Avenue and Pageant Way. The Leased
Premises are located within the Central Los Gatos Redevelopment Project
Area. The portion of the Civic Center that is the subject of the Lease
Agreement is -the Police Administration Building, the Existing Library and
the related property of 2.93 acres, shown on the attached map as assessor
parcel number 529-34-090.
N:1N1GR\AdminWorkFiles\20i0Council Reports\5-3-10 Library TC Report Attachment 4.doc
ATTACHMENT 4
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ATTACHMENT 5
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BT,A,NK
Financing Structure
Los Gatos RDA Approves
Lease by Resolution
Town Approves Lease. (Nominal Sublessor)
by Resolution - -
(Lessee and I
Sublessee) I
I
I
I I
I - - General Fund (Lease)
I
I
I I
I I
1
I
I
I Payments
I
I
I I
I
I
I _ Trustee/
I ~ Fiscal Agent
I I
I I
I I
I I
1 I
I Executes and
I ~ Delivers
I I Certificates of
I I Participation
I I
I
I I
I I
I I
I
I I- Investors
I'
I
I
I
I
1
Certificates
RDA Reimbursement Proceeds
Agreement
(Reimburses Town)
I Build & Acquire
Projects
• - - -- Finacing Plan
Repayment Plan
Assigns Right to Reveive
Payments to Trustee
ATTACHMENT 6
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INTENTIONALLY LEFT
Ri,ANK