CC Resolution 10030
RESOLUTION NO. 10030
BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CAMPBELL APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF AN
OFFICIAL STATEMENT RELATING THERETO, AND AUTHORIZING
AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council of the City of Campbell (the "City"):
WHEREAS, the City, working together with the City of Campbell Redevelopment
Agency (the "Agency"), is proposing to enter into a lease financing and in connection therewith
to refund outstanding certificates of participation (the "Prior Certificates") and to provide funds
for certain street capital improvements, all as more particularly described in the hereinafter
defined Trust Agreement; and
WHEREAS, such lease financing is in the public interest and for the public benefit, and
therefore the City wishes to approve, authorize and direct the execution of the hereinafter
defined Lease Agreement and certain other financing documents in connection therewith; and
WHEREAS, pursuant to the City and Agency's authorization, Stone & Youngberg LLC
(the "Underwriter") proposes to act as underwriter to the City and the Agency in connection
with the execution and delivery of refunding certificates of participation, and has presented to
the City a form of preliminary official statement containing information material to the offering
and sale of the certificates of participation described below, and a contract of purchase with
respect to such certificates of participation; and
WHEREAS, the documents below specified have been filed with the City and the
members of the City Council, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
1. The City hereby specifically finds and declares that the actions authorized
hereby constitute and are with respect to the public affairs of the City, and that the statements,
findings and determinations of the City set forth in the preamble of the documents approved
herein are true and correct.
2. The below-enumerated documents, in substantially the form on file with the
City Clerk, be and are hereby approved, and the Mayor, Vice Mayor, City Manager, Finance
Director or Public Works Director is hereby authorized and directed to execute said documents,
with such changes, insertions and omissions as may be approved by such officials, and the City
Clerk is hereby authorized and directed to attest to such official's signature:
(a) a fourth amended and restated lease agreement, relating to the
facilities and real property comprising the City's Community Center and City
Hall, by and between the Agency, as lessor, and the City, as lessee (the "Lease
Agreement") so long as the true interest cost represented by the Certificates does
not exceed 6.25%, and so long as the principal amount of the Lease Agreement
does not exceed $13,000,000;
(b) a trust agreement, by and among the Agency, the City and a financial
institution to be named therein as trustee (the "Trustee"), relating to the
financing, and the execution and delivery of 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 (the
"Certificates of Participation");
(c) a third amended and restated site lease, by and between the City, as
lessor, and the Agency, as lessee, pursuant to which the City will lease to the
Agency the real property, and the improvements thereon, on which the City's
Community Center and City Hall is located;
(d) an escrow agreement, by and among the City, the Agency and a
financial institution to be named therein as escrow bank, pursuant to which the
principal prepayment price and interest represented by the Prior Certificates will
be paid;
(e) a third amended and restated indebtedness agreement, by and
between the City and the Agency pursuant to which the City will advance
amounts to the Agency for use by the Agency for redevelopment purposes or the
refinancing thereof; and
(f) a third amended and restated assignment agreement, by and among
the City, the 1997 Trustee (as such term is defined therein) and the Trustee,
pursuant to which the City will assign certain of its rights under the Indebtedness
Agreement, including it right to receive certain repayments thereunder, to the
1997 Trustee and the Trustee.
3. A certificate purchase agreement (the "Purchase Agreement") by and between
the City, the Agency and the Underwriter, in substantially the form on file with the City Clerk,
relating to the purchase of the Certificates of Participation, be and is hereby approved, and the
Mayor, City Manager or Finance Director is hereby authorized and directed to execute said
Purchase Agreement, with such changes, insertions or omissions as may be approved by such
officials, and so long as the terms and conditions of the Certificates of Participation executed
and delivered pursuant to such Purchase Agreement are consistent with the requirements
herein stated and so long as the Underwriter's discount with respect to the Certificates of
Participation does not exceed 1.5% of the initial aggregate principal amount of the Certificates
of Participation, plus certain expenses (exclusive of any original issue discount) as set forth in
the Purchase Agreement.
4. The preliminary official statement with respect to the Certificates of Participation
(the "Preliminary Official Statement"), in substantially the form on file with the City Clerk, is
hereby approved, with such changes, insertions and omissions as may be approved by the
Mayor, City Manager, Finance Director or Public Works Director, and the Underwriter is
hereby authorized to distribute such Preliminary Official Statement to municipal bond broker-
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dealers, banking institutions and other persons as may be interested in purchasing the
Certificates of Participation therein offered for sale. Distribution of the Preliminary Official
Statement by the Underwriter is hereby approved. The Mayor, City Manager, Finance Director
or Public Works Director is hereby authorized and directed to approve any changes in or
additions to a final form of said Official Statement, and the execution thereof by any such party
shall be conclusive evidence of approval of any such changes and additions. The City Council
hereby authorizes the distribution of the final Official Statement by the Underwriter. An
Authorized Officer is hereby authorized, at the request of the purchaser of the Certificates of
Participation, to execute an appropriate certificate affirming the City Council's determination
that the Preliminary Official Statement has been deemed nearly final within the meaning of
Rule 15c2-12 of the Securities and Exchange Act of 1934. The final Official Statement shall be
executed in the name and on behalf of the City by an Authorized Officer.
5. The Mayor, City Manager, Finance Director or Public Works Director is
authorized to approve corrections and additions to the Preliminary Official Statement by
supplement or amendment thereto, or otherwise as appropriate, provided that any such
corrections or additions shall be necessary to cause the information contained therein to
conform with facts material to the Certificates of Participation, or to the proceedings of the City
or such corrections or additions are in form rather than in substance.
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6. The Mayor, City Manager, Finance Director or Public Works 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 execution of the Purchase Agreement. The Final Official
Statement, when prepared, is approved for distribution in connection with the execution and
delivery of the Certificates of Participation.
7. The Mayor, City Manager, Finance Director, Public Works Director, 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.
This Resolution shall take effect upon its adoption by this City Council.
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THE FOREGOING RESOLUTION was introduced by Councilperson Kennedy
seconded by Councilperson Furtado and carried this 21st day of May, 2002, by
the following vote on roll call:
AYES:
Councilmembers: Burr, Kennedy, Furtado, Watson
NOES: None
ABSENT: Dean
WHEREUPON, the Mayor declared the resolution adopted, AND SO ORDERED.
fi-trv:.t::r
Jeane~ Watson MAYOR
ATTEST:
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STATE OF CALIFORNIA
CITY OF SANTA CLARA
I, Anne Byb~ECity Clerk of the City of Campbell, do hereby certify that the foregoing is
the original of Resolution No. l0030 duly passed and adopted by the City Council of the City
of Campbell on May 2~ 2002.
a~
Anne Bybee,
CITY CLERK
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