CC Resolution No. 7857
· 13031-08
JHHW:PJT:ct
06/06/89
J6979
RESOLUTION NO. ...1.8.5.l.
A RESOLUTION APPROVING, AUTHORIZING AND DmECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS AND
A PURCHASE AGREEMENT, APPROVING A PRELIMINARY
OFFICIAL STATEMENT, AND AUTHORIZING AND DŒECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council of the City of Cupertino (the "City"):
WHEREAS, the City, working together with the Cupertino Public Facilities
Corporation (the "Corporation"), is proposing to proceed with a lease financing; and
WHEREAS, in connection therewith, the City proposes to finance the acquisition
of land adjacent to, and to become a part of, Wilson Park (the "Project") and it is in the
public interest and for the public benefit that the City authorize and direct execution of
the Lease Agreement (hereinafter defined) and certain other financing documents in
connection therewith; and
WHEREAS, pursuant to the City's authorization, Rauscher Pierce Refsnes, IDC,
(the "Underwriter") proposes to underwrite the financing and has prepared and presented
to the City a form of preliminary official statement containing information material to the
offering and sale of certificates of participation (the "Certificates of Participation")
representing proportionate interests of the owners thereof in lease payments to be made
by the City under the Lease Agreement (the "Preliminary Official Statement") and a
purchase agreement for the 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:
Section 1. The below-enumerated documents be and are hereby approved, and
the City Manager or, in his absence, the Director of Finance, is hereby authorized and
directed to execute said documents, with such changes, insertions and omissions as may
be approved by the official executing such document, and the City Clerk is hereby
authorized and directed to attest to such official's signature:
(a) a site lease, by and between the City and the Corporation, pursuant. to
which the City will lease the Project to the Corporation to permit the City to
undertake the financing of the Project;
(b) a lease agreement, by and between the Corporation, as lessor, and the
City, as lessee (the "Lease Agreement"), pursuant to which the Corporation will
lease the Project back to the City, so long as the stated term of the Lease
Agreement does not exceed thirty (30) years, so long as the principal amount of
the Lease Agreement does not exceed $5,000,000,00 and so long as the lease
payments payable to the City under the Lease Agreement in any twelve-month
period do not exceed $700,000;
(c) a trust agreement, by and among the Corporation, the City and
Security Pacific National Bank, as trustee (the "Trustee"), relating to the
financing, and the execution and delivery of the Certificates of Participation
evidencing the proportionate interests of the owners thereof in lease payments to
be made by the City under the Lease Agreement; and
(d) a purchase agreement by and among the Underwriter, the City and the
Corporation relating to the purchase by the Underwriter of the Certificates of
Participation, so long as the Underwriter's discount with respect to the
Certificates of Participation does not exceed 3%.
The Lease Agreement is hereby designated as a "qualified tax-exempt
obligation" for purposes of Section 265(b) of the Internal Revenue Code of 1986, as
amended,
Section 2, The Preliminary Official Statement is approved for distribution by the
Underwriter in connection with the offering and sale of the Certificates of Participation,
Section 3, The Director of Finance 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.
Section 4, 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 the Mayor is authorized and directed to execute said
Final Official Statement, dated as of the date of the sale of the Certificates of
Participation, The City Manager is authorized and directed to execute a statement to the
effect 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 Certificates of Participation, true and
correct in all material respects and that the Final Official Statement did not, on the date
of sale of the Certificates of Participation, and does not, as of the date of delivery of the
Certificates of Participation, 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 Director of Finance shall take such further
actions prior to the signing of the Final Official Statement as he deems necessary or
appropriate to verify the accuracy thereof,
Section 5, The Mayor, City Manager, Director of Finance, City Clerk and other
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 lease financing herein authorized,
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I hereby certify that the foregoing resolution was duly adopted at a meeting of the
City Council of the City of Cupertino duly held on the 19th of June, 1989, by the
following vote:
AYES, and in favor of, COUllcilmembers:
Gatto, Johnson, Koppel, Rogers, Plungy
NOES, Councilmembers:
None
ABSENT, COUllcilmembers:
None
ABSTAIN
None
ATTEST:
/R/ Roberta A. Wolf~
(De pu ty) City Clerk
APPROVED:
/s/ John J. Plungy, Jr.
Mayor, City of Cupertino
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