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CC Resolution No. 7695 t) RESOLUTION NO. 7695 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING CERTAIN DOCUMENTS RELATING TO THE EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION; APPROVING THE FORMS AND TERMS OF THE TRUST AGREEMENT AND THE SUPPLEMENTAL TRUST AGREEMENT BETWEEN THE CITY AND THE TRUSTEE, THE INSTALLMENT PURCHASE AGREEMENT AND THE SUPPLEMENTAL INSTALLMENT PURCHASE AGREEMENT BETWEEN THE CITY AND SUNNY VIEW LUTHERAN HOME, THE INSTALLMENT SALE AGREEMENT AND THE SUPPLEMENTAL INSTALLMENT SALE AGREEMENT BETWEEN THE CITY AND SUNNY VIEW LUTHERAN HOME, THE REGULATORY AGREEMENT AND THE CONTRACT OF INSURANCE BETWEEN THE OFFICE, THE CITY AND THE CORPORATION, THE PRELIMINARY OFFICIAL STATEMENT AND THE CERTIFICATE PURCHASE AGREEMENT; APPROVING THE EXECUTION AND DELIVERY OF INSUR~D RETIREMENT FACILITY REVENUE CERTIFICATES OF PARTICIPATION (SUNNY VIEW LUTHERAN HOME) SERIES 1989A AND INSURED TAXABLE RETIREMENT FACILITY REVENUE CERTIFICATES OF PARTICIPATION (SUNNY VIEW LUTHERAN HOMES SERIES 1989B) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000, AT AN INTEREST RATE OF 17 % OR LESS; APPROVING THE SALE OF SAID CERTIFICATES TO SMITH BARNEY, HARRIS VPHAM & CO., INC.; AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THESE AND ANY OTHER RELATED DOCUMENTS NECESSARY FOR THE EXECUTION AND DELIVERY OF SAID CERTIFICATES ¡'¡¡¡EREAS, the City of Cupertino (the "City"), a municipal corporation and a general law city duly organized in and existing under and pursuant to the laws of the State of California, is authorized, under the terms of Chapter 5 of Part 2 of Division 3 of Title 4 of the Government Code of the State of California (the "Law"), to purchase and sell property, both real and personal, and any interest therein for the common benefit and as necessary or proper for municipal purposes; and WHEREAS, Sunny View Lutheran Home, a Calif~rnia non-profit public benefit corporation (the "corporation"), proposes to refinance the construction of and certain -1- Draft NO. 2 12/14/88 ~ improvements to a retirement home facility knowp.as sunny View Manor (the "Manor") which is located in th~ City as well as to finance the acquisition of an additional 16-unit facility known as Sunny View Villa (the "Villa") which is located in the City and which is proposed to be converted to retirement home use (the "projects"); WHEREAS, the corporation has requested that the City assist the Corporation in the financing of the projects by authorizing the execution and delivery of two series of certificates of participation with respect to each of the projects and each eVidencing proportionate interests of the owners thereof respectively in an Installment Purchase Agreement (the "Installment Purchase Agreement") and a Supplemental Installment purchase Agreement (the "Supplemental Installment Purchase Agreement") between the Corporation and the City; WHEREAS, it is presently contemplated that the Office of Statewide Health Planning and Development of the State of California (the "Office") will provide insurance contracts with respect to payments to be made under the Installment Purchase Agreement and the supplemental Installment Purchase Agreement; WHEREAS, pursuant to the Installment Purchase Agreement and Supplemental Installment Purchase Agreement, the City will purchase certain retirement home facilities (the "Faciliti~s") from the corporation; WHEREAS, the acquisition of the Facilities by the City is necessary and proper for municipal purposes and for the common benefit of the City and its residents under the Law; and WHEREAS, there have been presented to this meeting the following: (1) proposed form of Installment Purchase Agreement and Supplemental Installment Purchase Agreement between the City and the Corporation; (2) proposed form of Installment Sale Agreement (the "Installment Sale Agreement") and Supplemental Installment Sale Agreement (the "Supplemental Installment Sale Agreement") between the City and the corporation; (3) Proposed form of Trust Agreement (the "Trust Agreement") and Supplemental Trust Agreement (the "Supplemental Trust Agreement") between the City and the Idaho First·National Bank, as trustee (the "Trustee"), providing for the authorization, execution and delivery of -2- Draft NO. 2 12/14/88 " the City's Insured Retirement Facility Revenue certificates of participation (Sunny View Lutheran Home), Series 1989A (the "Series 1989A Certificates") and Insured Taxable Retirement facility Revenue Certificates of Participation (Sunny View Lutheran Home) Series 1989B (collectively, the "Certificates"); (4) proposed form of the preliminary Official Statements to be used in connection with the sale, execution and delivery of the certificates (the "preliminary Official Statements"); (5) proposed form of Certificate Purchase Agreements (the "Certificate Purchase Agreements") among the City, the corporation and Smith Barney, Harris Upham & Co. Inc. (the "Underwriter"); and (6) proposed form of Regulatory Agreements (the "Regulatory Agreements") and Contracts of Insurance (the "Contracts of Insurance") to be entered into by the City, the Corporation, and the Office. NOW, THEREFORE, BE IT RESOLVED by the city Council of the City of Cupertino, california, as follows: Section 1. The forms, terms and provisions of the Installment Purchase Agreement and Supplemental Installment Purchase Agreement be and they hereby are approved and the Mayor or his designee is hereby authorized and empowered to execute, and the City Clerk is hereby authorized to attest and deliver, the Installment Purchase Agreement and Supplemental Installment purchase Agreement in substantially the form presented to and considered at this meeting with such changes as the official executing the same shall deem appropriate and in the best interests of the City, is conclusi~ely evidenced by execution thereof. Section 2. The forms, terms and provisions of the Installment Sale Agreement and supplemental Installment Sale Agreement be and they hereby are approved and the Mayor or his designee is hereby authorized and empowered to execute, and the City Clerk is hereby authorized to attest and deliver, the Installment Sale Agreement and Supplemental Installment Sale Agreement, in substantially the form presented to and considered at this meeting with such changes as the official executing the same shall deem appropriate and in the best interests of the City, as conclusively evidenced by execution thereof. Section.3. The forms, terms and provisions of the Trust Agreement and supplemental Trust Agreement be and they hereby are approved, and the Mayor or his designee is hereby . -3- Draft NO. 2 12/14/88 .; authorized and empowered to execute, and the City Clerk is hereby authorized and empowered to attest and deliver to the Trustee, the Trust Agreement and supplemental Trust Agreement, in substantially the form presented to and considered at this meeting with such changes as may be approved by the official executing the same, such approval to be conclusively evidenced by execution thereof. section 4. The forms, terms and provisions of the Regulatory Agreements and the contracts of Insurance be and they hereby are approved and the Mayor or his designee is hereby authorized and empowered to execute, and the City Clerk is hereby authorized to attest and deliver, the Regulatory Agreements and the Contracts of Insurance, in substantially the form presented to and considered at this meeting with such changes as the official executing the same shall deem appropriate and in the best interests of the City, as conclusively evidenced by execution thereof. Section 5. Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, the sale, execution and delivery of the Series 1989A Certificates to be issued under and secured by the Trust Agreement, in an aggregate principal amount not..to exceed $2,500,000 and at an interest rate or rates not to exceed q % per annum, is hereby approved. The sale, execution and delivery of the Series 1989B Certificates to be issued under and secured by the Supplemental Trust Agreement in an aggregate principal amount not to exceed $2,500,000 and at an interest rate or rates not to exceed ___~% per annum is also hereby approved. Payment of the principal, premium, if any, and interest with respect to the Certificates shall be made solely from certain revenues received by the Cití from the corporation, and said certificates shall not be deemed to constitute a debt or liability of the City within the meaning of any Constitutional or statutory debt limitation. Section 6. The preliminary Official Statements in the form presented to this meeting be and the same hereby are approved for use by the Underwriter in connection with the public offering of the certificates, with such changes as may be approved by one or more officers of the City, and the Mayor is authorized to execute the final Official Statement relating to the certificates. The Underwriter is hereby authorized to distribute the Preliminary Official Statements and the Official statements. Section 7. The Certificates are hereby authorized to be sold to the Underwriter at a discount not to exceed 4 % of t·he principal amount of the Certificates. The Mayor and the City Clerk are hereby authorized to cause the Certificates to be delivered to the Trustee for execution and delivery to the Underwriter. -4- Draft No.2 12/14/88 , section 8. The certificates purchase Agreements are hereby approved, and the Mayor and the city Clerk be and hereby are authorized and empowered to execute and deliver the certificate purchase Agreements, in substantially the form presented to and considered at this meeting, with such changes as the officials executing the same shall deem appropriate and in the best interests of the city, as conclusively evidenced by their execution thereof. section 9. Each of the projects and the control and management of each of the projects by the corporation is hereby approved. section 10. The Mavor and the city Clerk are hereby authorized and directed,-jointly and severally to do any and all things, and to execute and deliver any and all documents which they may deem necessary or advisable, in order to consummate the execution and delivery of the certificates and otherwise to carry out, give effect to and comply with the terms and intent of this resolution and the documents referred to herein. section 11. The city Clerk shall certify to the passage hereof and cause it to be entered into the minutes of the city council. PASSED AND ADOPTED this 19th day of December, 1988. CITY OF CUPERTINO /s/ John Pll1npy. Tr MAYOR ATTEST: /s/ Rnhp-r~~ Ynl~a city Clerk (Deputy City Clerk) APPROVED AS TO FORM: ,. /s/ City Charles ·Kilian Attorney -5- Draft NO. 2 l2/14/88 .. . STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) CITY OF CUPERTINO ) I, Roberta Wolfe , City Clerk of the City of Cupertino, california, do hereby certify that the foregoing Resolution was introduced, approved and adopted by the City Council of the City of Cupertino at a regular meeting ~f said Council held on the 19th day of December, 1988, by the following roll call vote: AYES: COUNCILMEMBERS: Gatto. Johnson, Koppel. Rogers. Plungy NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None /s/ Roberta Wolfe City Clerk of the City of Cupertino Deputy City Clerk -6- Draft No.2 12/14/88