CC Resolution 9280
RESOLUTION NO. 9280
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 third 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 average interest rate represented by the Certificates
does not exceed 5.90%, and so long as the principal amount of the Lease
Agreement does not exceed $15,750,000;
(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 second 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 second 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 second amended and restated assignment agreement, by and among
the City, the 1993 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 1993
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%, 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 municipal bond broker-dealers, banking
institutions and other persons as may be interested in purchasing the Certificates of
Participation therein offered for sale.
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 Watson ,
seconded by Councilperson Furtado and carried this 16th day of September,
1997, by the following vote on roll call:
AYES: Councilmembers: Dougherty, Watson, Furtado, Conant
NOES: Councilmembers: None
ABSENT: Councilmembers: Dean
WHEREUPON, the Mayor declared the resolution adopted, AND SO ORDERED.
~.~
MAYOR
Barbara D. Conant
ATTEST:
ty City Clerk
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ST ATE OF CALIFORNIA
CITY OF SANTA CLARA
Janette Hemsley, Deputy City Clerk
I, , City Clerk of the City of Campbell, do hereby certify that the foregoing is
the original of Resolution No. 9280 duly passed and adopted by the City Council of the City
of Campbell on September 16, 1997.
,.".
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