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CC Resolution No. 8840 13031-19 City Reso JHHW:MDC:eac 02/22/93 CITY OF CUPERTINO. CALIFORNIA RESOLUTION NO. 8840 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT, IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, APPROVING A PURCHASE AGREEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council of the City of Cupertino, California (the "City"): WHEREAS, the City, working together with the Cupertino Public Facilities Corporation (the "Corporation"), has heretofore caused the $32,970,000 Certificates of Participation (Open Space Acquisition Project) (the "Prior Certificates"), to be executed and delivered in 1991 by the sale to the Corporation of two parcels of land in the City commonly known as Blackberry Farm and the Fremont Older Elementary School Site; WHEREAS, the proceeds of the Prior Certificates were used to finance the acquisition of Blackberry Farm and the Fremont Older Elementary School Site (together, the "Project"); WHEREAS, the City, workin\l together with the Corporation proposes to refinance the Project, in whole or in part, and it is In the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement and certain other financing documents in connection therewith; WHEREAS, Rauscher Pierce Refsnes, Inc. (the "Underwriter") has been directed to prepare a preliminary official statement containing information material to the offering and sale of the 1993 Certificates, Series A described below (the "Preliminary Official Statement"); 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: Section 1. Certificates of Participation (1993 Refunding, Series A), (the "1993 Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined; provided, however, the payments of principal and interest with respect to the 1993 Certificates shall create a present value savings in comparison to the payments of principal and interest with respect to the Prior Certificates to be refunded. Section 2. The below-enumerated documents be and are hereby approved, and the Mayor, the City Manager or the Director of Finance is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature: (a) a termination agreement, by and among the Corporation, the City and First Interstate Bank of California, as successor trustee for the Prior Certificates, relating to the termination of the lease agreement relating to the Prior Certificates in the event of a full refunding; (b) a site and facility lease relating to the Project, by and between the City, as lessor, and the Corporation, as lessee; (c) a lease agreement, relating to the Project, by and between the Corporation, as lessor, and the City, as lessee (the "Lease Agreement"); (d) a trust agreement, by and among the Corporation, the City and First Interstate Bank of California, as trustee (the ''Trust Agreement"), relating to the financing, and the execution and delivery of the 1993 Certificates; (e) an escrow deposit and trust agreement, by and between the City and First Interstate Bank of California, as successor trustee for the Prior Certificates and as escrow bank, pursuant to which all or a portion of the Prior Certificates will be defeased; and (f) a purchase agreement, by and between the Underwriter and the City, relating to the purchase by the Underwriter of the 1993 Certificates, so long as the Underwriter's discount does not exceed 2%, exclusive of any original issue discount which does not represent compensation to the Underwriter. Section 3. The City hereby approves the preparation of a Preliminary Official Statement describing the financing, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Director of Finance. The City authorizes and directs the Mayor, the City Manager or the Director of Finance, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 underthe Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. Section 4. The Underwriter, on behalf of the City, is authorized and directed to cause the Preliminary Official Statement to be distributed to such investors and other persons as may be interested in purchasing the 1993 Certificates therein offered for sale if, in its judgment, such distribution would enhance the marketing of the 1993 Certificates. Section 5. The Mayor, the City Manager or the Director of Finance 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 sale of the 1993 Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the 1993 Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the 1993 Certificates, and does not, as of the date of delivery of the 1993 Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Mayor, the City Manager or Director of Finance shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Manager or the Director of Finance and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 6. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the 1993 Certificates. Section 7. Jones Hall Hill & White, a Professional Law Corporation, is hereby appointed special counsel in connection with the 1993 Certificates and the City Manager is hereby authorized to execute an agreement for legal services with Jones Hall Hill & White relating to the 1993 Certificates in substantially the form presented at this meeting and on file with the City Clerk. Section 8. The Mayor, the City Manager, the Director of Finance, the 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 -2- resolution and the financing herein authorized, including without limitation, executing and delivering a certificate of acceptance with respect to the conveyance of the property subject to the Lease Agreement by the Corporation to the City as required by Section 27281 of the California Government Code and procuring bond insurance on the Certificates if it is economically advantageous to do so. Section 9. This Resolution shall take effect upon its adoption by this City Council. .*.***** I, the undersigned City Clerk of the City of Cupertino, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the City Council of the City at a meeting thereof on the 1 st day of March, 1993, by the following vote of the members thereof: AYES: Dean, Goldman, Koppel, Sorensen, Szabo NOES: None ABSTAINED: None ABSENT: None ATTEST: /s/ Nick Szabo Mayor /s/ Roberta A. Wolfe City Clerk , Deputy -3-