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CC Resolution No. 8777 RESOLUTION NO. B111 RESOLUTION AUTHORIZING THE ACQUISITION, CONSTRUCTION AND INSTALl.ATION OF CERTAIN IMPROVEMENTS TO RECREATION F ACILmES ON SCHOOL DISTRICf SITES FOR THE CITY OF CUPERTINO; AUTHORIZING THE CITY OF CUPERTINO TO ENTER INTO A LEASE AGREEMENT AND RIGHT OF ENTRY AGREEMENT WITH INDEPENDENT cmES LEASE FINANCE AUTHORITY FOR PURPOSES OF FINANCING SUCH ACQUISITION AND INSTALl.ATION AND AUTHORIZING THE EXECUTION OF OTHER INSTRUMENTS AND THE TAKING OF OTHER ACflONS RELATED TO SUCH FINANCING WHEREAS, Independent Cities Lease Finance Authority (the "Authority") is a joint powers agency created and operating under the California Government Code Secûons 6500 et seq, and as such, is authorized under the Marks-Roos Local Bond Pooling Act of 1985 commencing with Section 6584 of the California government Code, as amended (the "Act"), to issue its bonds to finance public capital improvements for local agencies (as such terms are defined in the Act): and WHEREAS, the Authority is authorized by the Act to enter into lease agreements pursuant to which local agencies lease public capital improvements from the Authority, and the Authority is authorized by the Act to charge and collect rents under such lease agreements; and WHEREAS, in response to the demand of certain local agencies to finance public capital improvements and in furtherance of the "significant public benefits" (as defined in Section 6586 of the Act) to be gained by the entry of such local agencies into the Authority's pooled lease financing program (the "Program"), the Authority issued its Independent Cities Lease Finance Authority Lease Revenue Bonds (Pooled Projects) Series 1988 (the "Bonds") in the aggregate principal amount of $35,000,000 pursuant to the Act and the hereinafter dermed Indenture to finance the cost of public capital improvements to be leased by the Authority to local agencies (within the meaning of Section 6585 (f) of the Act)( collectively, the "lessees"); and WHEREAS, in order to accomplish the foregoing purposes, the Authority proposes to use the proceeds of the Bonds to acquire, construct, install and equip public capital improvements as defined in Section 6585(g) of the Act (collectively, the "Projects") and lease the projects to the Lessees and, pursuant to a Trust Indenture dated as of June 1, 1988 between the Authority and Seattle-First National Bank, as trustee (the "Trustee"), as amended by a First Supplemental Trust Indenture dated as of April 1, 1991, between the Authority and the Trustee (as so amended, the "Indenture"), the Authority has pledged and assigned the right to receive and enforce the rental payments thereunder to the Trustee to secure the Bonds; and WHEREAS, the City of Cupertino. California, a municipal corporation and a general law city duly organized and existing under the laws of the State of California (the "City"), is a "local agency" (within the meaning of Section 6585(f) of the Act), and the City intends to cause the acquisition and installation of certain improvements to recreation facilities consistin¡ of replacement and expansion of turf areas and uPirading athletic facilities on Cupertino Union School District sites as described in more detail in Exhibit C to the proposed form of Lease Agreement (the "Agreement") to be dated as of November 1, 1992, between the Authority, as lessor, and the City, as lessee (such acquisition and installation, together with the Service Center of the City, as more particularly described in the Lease Agreement, being herein referred to as the "Project"), and the Project constitutes "public capital improvements" (within the meaning of Section 6585(g) of the Act); and Whereas, the City Council of the City (the "Council") finds that "significant public benefits" (within the meaning of Section 6585 of the Act) will accrue to the City if the Project is financed with a portion of the proceeds of the Bonds through the City's participation in the Program; and WHEREAS, there have been reviewed by the Council with the aid of its staff and are now before this meeting the following documents entered into in connection with the Program and the issuance of the Bonds: (1) The Indenture, including as exhibits thereto the form of Bond and the form of Lease Agreement to be entered into by the Authority, as lessor, and each Lessee as it enters the Program; (2) Reimbursement Agreement dated as of June 1, 1988 (the "Reimbursement Agreement") between the Authority and N ational Westminster Bank PLC (the "Bank"), including as Exhibit X thereto the form of Irrevocable Direct Pay Letter of Credit (the "Letter of Credit") issued by the Bank to secure the Bonds, as Exhibit Y thereto the Pledge Agreement (hereinafter defined) and as Exhibit Z thereto the form of Letter of Representation to be delivered by each Lessee to the Authority and the Bank in connection with the execution of its Lease Agreement; (3) Remarketing Agreement dated as of June 1, 1988 (the "Remarketing Agreement"), between the Authority and Smith Barney, Harris Upham & Co. Incorporated, as remarketing agent (the "Remarketing Agent"); (4) Pledge and Security Agreement dated as of June 1, 1988 (the "Pledge Agreement"), between the Authority and the Bank: (5) Tender Agent Agreement dated as of June 1, 1988 (the "Tender Agent Agreement"), between The Bank of New York, as tender agent (the "Tender Agent"), and the Trustee; and (6) Arbitrage Regulation Agreement dated June 6, 1988 (the "Arbitrage Agreement"), between the Authority and the Trustee; and WHEREAS, there have been prepared and are now before this meeting the following forms of documents to be entered into in connection with the City's participation in the Program in order to finance the Project, and such forms of documents have been reviewed by the Council with the aid of its staff: (7) Lease Agreement, including as exhibits thereto, certain definitions, a description of Lease Payments payable under the Lease Agreement, a description of the Project, addresses for notices pursuant to the Lease Agreement, a description of any previously acquired portions of the Project and a description of certain contracts to be assigned by the City to the Authority in Connection with the Project; and (8) Project Lease and Right of Entry Agreement (the "Project Lease") to be dated as of November 1, 1992, between the City, as lessor, and the Authority, as lessee, pursuant to which the City will grant a leasehold interest in the Project to the Authority; and (9) Letter of Representation (the "Letter of Representation") to be executed and delivered by the City to the Authority and the Bank as required by the Reimbursement Agreement: NOW THEREFORE, Be It Resolved by the City Council of the City of Cupertino. as follows: Section 1. The City is hereby authorized to enter into the Project Lease in substantially the form presented to this meeting, under which the City will grant a leasehold interest in the Project, including the City's Service Center (which has previously been acquired and which is being included as part of the Project as further consideration for the Authority's agreement to enter into the Lease Agreement), to the Authority, all upon the terms and conditions as set forth in said form of Project Lease submitted to and reviewed by the Council on the date hereof, with such changes from the form of Project Lease presented to this meeting as shall be approved by the Authorized Representative executing the Project Lease on behalf of the City, such Authorized Representative's signature thereon . being conclusive evidence of such approval. Section 2. The City is hereby authorized to enter into the Lease Agreement in substantially the form presented to this meeting, under which the Project shall be completed and the Project shall be leased by the Authority to the City, all upon the terms and conditions as set forth in said form of Lease Agreement, submitted to and reviewed by the Council on the date hereof, with such changes from the form of Lease Agreement presented to this meeting as shall be approved by the Authorized Representative executing the Lease Agreement on behalf of the City, such Authorized Representative's signature thereon being conclusive evidence of such approval. Section 3. The City is hereby authorized to execute and deliver the Letter of Representation in substantially the form submitted to and reviewed by the Council on the date hereof, with such changes from the form of Letter of Representation presented to this meeting as shall be approved by the Authorized Representative's executing the Letter of Representation on behalf of the City, such Authorized Representative's signature thereon being conclusive evidence of such approval. Section 4. The Council hereby finds and determines in accordance with Section 6586 of the Act that the financing of the Project through the City's participation in the Program as authorized by this Resolution will result in significant public benefits for the City by demonstrable savings in effective interest rate expenses and financing expenses associated with the Project. The Council hereby finds and determines that the Project and the leasing of the Project as provided in this Resolution serves an essential governmental function and a public purpose of the City and the Project constitutes Public Capital Improvements within the meaning of the Indenture. Section 5. The City is hereby authorized to comply, and the Council agrees that the City shall comply, with the provisions of the Indenture, the Arbitrage Agreement, the Reimbursement Agreement, the Pledge Agreement, the Remarketing Agreement and the Tender Agent Agreement insofar as the provisions of such instruments shall be applicable to the City. Section 6. The City Manager of the City (the "Authorized Representative") is hereby authorized and directed to execute and deliver the Lease Agreement, the Project Lease and the Letter of Representation, for and on behalf of, and as the act and deed of, the City, and the City Clerk of the City is hereby authorized and directed to attest and impress the corporate seal of the City upon each of the foregoing documents on behalf of the City if such attestation is required. Section 7. The City shall, and the officers, employees and agents of the City are hereby authorized and directed to, take such action and execute such other agreements, documents, financing statements, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution and to carry out, comply with and perform the duties of the City with respect to the agreements mentioned herein,as executed. All acts and doings of the officers and employees of the City which are in conformity with the purposes and intent of this Resolution and in furtherance of the financing of the Project are hereby in all respects, authorized, ratified, approved and confirmed. Section 8. The provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof. Section 9. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed. Section 10. The provisions of this Resolution shaH constitute a contract binding between the City and the owners of the Bonds, and this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such owners so long as any of the Bonds or the interest thereon remains unpaid. Section 11. This Resolution shall be in full force and effect immediately upon its passage. PASSED AND ADOPTED this 121h day of October, 1992, by the following vote: AYES: Councilmembers Dean, Goldman, Sorensen NOES: Councilmembers None ABSENT: Councilmembers Koppel, Szabo /9/ Laura1ee Sorensen Authorized Representative (SEAL) Attest: /s/ Roberta A. Wolfe City Clerk, Deputy