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CC Resolution 8195 CITY OF CAMPBELL RESOLUTION NO. 8195 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING THE FORM AND AUTHORIZING DISTRffiUTION 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 provide funds for certain public purposes of the City and the Agency, all as more particularly described in the hereinafter defmed 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 fmancing documents in connection therewith; and WHEREAS, pursuant to the City and Agency's authorization, Stone & Youngberg (the "Underwriter") proposes to act as underwriter to the City and the Agency in connection with the execution and delivery of 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 f01th 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 or Finance Director is hereby authodzed 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 fIrst amended and restated lease agreement, relating to the facilities and real property comprising the City's Community Center and City Hall (the "Facilities"), by and between the Agency, as lessor, and the City, as lessee (the "Lease Agreement"), so long as the stated term of the Lease Agreement does not exceed thi1ty (30) years, so long as the average interest rate represented by the Certificates does not exceed 8.25%, and so long as the principal amount of the Lease Agreement does not exceed $31,000,000; (b) a trust agreement, by and among the Agency, the City and Bank of America National Trust and Savings Association, as trustee (the "Trust Agreement"), relating to the fmancing, 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 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 City Hall is located (the "Site Lease"); (d) an escrow agreement, by and among the City, the Agency and Bank of America National Trust and Savings Association (the "Agency Bank"), pursuant to which the principal prepayment price and interest represented by the Prior Certificates will be paid; (e) an indebtedness agreement, by and between the City and the Agency (the "Indebtedness Agreement") pursuant to which the City will advance amounts to the Agency for use by the Agency for redevelopment purposes; and (f) an assignment agreement, by and between the City 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 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 1.4%, plus certain expenses and any original issue discount does not exceed 1.5% 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 or Finance 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 Celtificates of Participation therein offered for sale. 5. The Mayor, City Manager or Finance 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. 6. The Mayor, City Manager or Finance 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 -2- 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, 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. -3- This Resolution shall take effect upon its adoption by this City Council. ********** THE FOREGOING RESOLUTION was introduced by Councilperson Burr , seconded by Councilperson Ashworth and carried this 5th day of November, 1991, by the following vote on roll call: A1nES: Councilm embers: Ashworth, Burr, Watson, Conant, Kotowski NOES: Councilmembers: None ABSENT: Councilmembers: None WHEREUPON, the Mayor declared the resolution adopted, AND SO ORDERED. ATTEST: -4- STATE OF CALIFORNIA CITY OF SANTA CLARA I, , City Clerk of the City of Campbell, do hereby certify that the foregoing is the original of Resolution No. duly passed and adopted by the City Council of the City of Campbell on November 5,1991. CITY CLERK -5-