CC Resolution No. 8769
13031-14 City Reso ·Revised
JHHW:MDC:eac
CITY OF CUPERTINO. CALIFORNIA
RESOLUTION NO. 8769
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, Califomia (the "City"):
WHEREAS, at its September 8,1992 meeting, this City Council approved a resolution
(the "Prior Resolution") approving documents for the refunding of the City's $9,800,000
Certificates of Participation (Capital Improvement Projects), 1986 Series A;
WHEREAS, the Prior Resolution also provided that as a result of continuing falling interest
rates there is a potential that a refunding of some or all of the following issues of Certificates of
Participation (the "Prior Certificates") would result in a present value savings to the City:
$32,970,000 1991 Certificates of Participation (Open Space Acquisition Project)
$9,070,000 1990 Certificates of Participation (Memorial Park Expansion Project)
$5,000,0001989 Certificates of Participation (Wilson Park Project);
WHEREAS, as a result of the foregoin~, the Prior Resolution further provided that the
Mayor, the City Manager or the Director of Finance was authorized to make such changes,
insertions and omissions to the documents approved in the Prior Resolution required to refund one
or more of the foregoing issues of Certificates of Participation in whole or in part, Drovided. that. a
present value savings was achieved;
WHEREAS, City staff, after consultation with the underwriters of the proposed refunding
certificates and special counsel, has determined that it would provide more flexibility in terms of
timing and marketing, and therefore a greater potential present value savings to the City, to
prepare a separate marketing document and financing documents for the refunding of one or more
of the 1989, 1990 and 1991 Certificates of Participation, rather than to make changes and
insertions to the financing documents approved in the Prior Resolution;
WHEREAS, Rauscher Pierce Refsnes, Inc. (the "Underwriter") has been directed to
prepare a preliminary official statement (the "Preliminary Official Statement") containing information
material to the offering and sale of the 1992 Series B Certificates described below and relating to
the refunding of one or more of the 1989, 1990 and 1991 Certificates; 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 (1992 Refunding, Series B), (the "1992 Series B
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 1992 Series B 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 which are on file with the Clerk 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 Bank of America
National Trust and Savings Association, as successor trustee for the Prior Certificates, relating to
the termination of the lease agreements relating to the Prior Certificates to be refunded in the event
of a full refunding thereof;
(b) a site and facility lease relating to the project or projects to be refinanced (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 Bank of America
National rrust and Savings Association, as trustee (the "Trust Agreement"), relating to the
financing, and the execution and delivery of the 1992 Series B Certificates;
(e) an escrow deposit and trust agreement, by and between the City and Bank of
America National Trust and Savings Association, 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 1992 Series B 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 under the 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 1992 Series B Certificates therein offered for sale if, in its judgment,
such distribution would enhance the marketing of the 1992 Series B 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 1992 Series B 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 1992
Series B Certificates, true and correct in all material respects and that the Final Official Statement
did not, on the date of sale of the 1992 Series B Certificates, and does not, as of the date of
delivery of the 1992 Series B 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
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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 pennitted 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 1992 Series B Certificates.
Section 7. 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
resolution and the financing herein authorized, including without limitation, executing and delivering
a certificate of acceptance with respect to the conveyance of the sites 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 8. This Resolution shall take effect upon its adoption by this City Council.
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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 5th day of October, 1992, by the following vote of the members thereof:
AYES: Dean, Goldman, Koppel, Szabo, Sorensen
NOES: None
ABSTAINED: None
ABSENT: None
ATTEST:
/s/ Lauralee Sorensen
Mayor
/s/ Dorothy Cornelius
City Clerk
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