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04-115 De Anza Racquet Club Purchase Contract (Cupertino Sports Center) Reso 80776q - /)J— EXECUTION COPY $9,070,000 CERTIFICATES OF PARTICIPATION (MEMORIAL PARR EXPANSION PROJECT) Evidencing Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF CUPERTINO, CALIFORNIA As Rental for Certain Property Pursuant to a Lease Agreement with the CUPERTINO PUBLIC FACILITIES CORPORATION CONTRACT OF PURCHASE April 2, 1990 City of Cupertino 10300 Torre Avenue Cupertino, California 95014 Ladies and Gentlemen: Rauscher Pierce Refsnes, Inc., as underwriter (the "Underwriter"), does hereby offer to enter into this Contract of Purchase with you, the City of Cupertino, a municipal corporation organized under the laws of the State of California (the "City"), for the purchase by the Underwriter and the execution and delivery to be caused by the City, the Cupertino Public Facilities Corporation (the "Corporation") and Security Pacific National Bank (the "Trustee"), of the Certificates of Participation (Memorial Park Expansion Project) specified below. This offer is made subject to acceptance by the City prior to 11:59 P.M., San Francisco time, on the date hereof, and, upon such acceptance, this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. All terms not defined herein. shall have the meanings set forth in the Lease Agreement hereinafter mentioned. 2272\pc 1. Upon the terms and conditions and upon the basis of the representations herein set forth the Underwriter hereby agrees to purchase and the City agrees to cause the Trustee to deliver to the Underwriter all (but not less than all) of the $9,070,000 aggregate principal amount of the Certificates of Participation (Memorial Park Expansion Project) (the "Certificates") to be dated April 1, 1990 and having maturities and representing interest at the rates set forth in Exhibit A hereto, at an aggregate purchase price calculated as the aggregate principal amount of $9,070,000, less underwriter's discount of $ 158.725 less original issue discount of $ 23,050 , plus accrued interest from April 1, 1990 to the date of Closing as defined in Section 4 hereof of $ 28,047.39 for an aggregate purchase price of $ 8,916,272.39 Each Certificate shall evidence a direct, undivided fractional interest of the owner thereof in lease payments (the "Lease Payments") to be paid by the City as the rental price for land constituting a portion of Memorial Park (the "Project"), pursuant to and as more particularly described in the Lease Agreement (the "Lease Agreement"), dated as of April 1, 1990, between the City, as lessee, and the Corporation. The Project will be sold by the City to the Corporation pursuant to an Acquisition Agreement (the "Acquisition Agreement"), dated as of April 1, 1990 between the City and the Corporation and leased to the City under the Lease Agreement. The Corporation's right to receive the Lease Payments and to exercise remedies upon default have been assigned to the Trustee for the benefit of the owners of the Certificates pursuant to the Assignment Agreement (the "Assignment Agreement"), dated as of April 1, 1990, between the Corporation and the Trustee. The Certificates shall be as described in, and shall be secured under and pursuant to the Trust Agreement (the "Trust Agreement"), dated as of April 1, 1990, by and among the City, the Corporation and the Trustee substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Corporation, the City and the Underwriter. 2. Prior to the date hereof, the City has caused to be provided to the Underwriter for its review a form of preliminary official statement that the City deems final as of its date, except for certain omissions with respect to the pricing of the Certificates. Such form of preliminary official statement with only such changes therein as shall have been accepted by the Underwriter, and including the cover page, together with such amendments or supplements thereto as are adopted by the City in accordance herewith subsequent to the date hereof, being called the "Official Statement". The City shall provide, or cause to be provided, to the Underwriter at the time of the City's execution of this Contract of Purchase or as soon as practicable thereafter (but in any event, not later than within seven business days after the City's execution of this Contract of Purchase and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement and in form reasonably satisfactory to the Underwriter, complete as of its date of 2272\pc 2 delivery to the Underwriter, in sufficient quantity to comply with the rules of the Securities and Exchange Commission and of the Municipal Securities Rulemaking Board. The City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with a nationally recognized municipal securities information repository. 3. The City represents, warrants and covenants to the Underwriter that: (a) The City is and will be at the date of Closing a municipal corporation duly organized and operating pursuant to and under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Lease Agreement, the Trust Agreement, the Acquisition Agreement and this Contract of Purchase (collectively, the "Legal Documents") and, when executed and delivered by the respective parties thereto, the Legal Documents will constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Legal Documents. (c) The execution and delivery by the City of the Legal Documents and the approval and execution by the City of the Official Statement and compliance with the provisions on the City's part contained in the Legal Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject which conflict, breach or default has or may have a material adverse effect on the ability of the City to carry out its obligations under the Legal Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Legal Documents and the Assignment Agreement. (d) Both at the date hereof and at the date of Closing, the statements and information contained in the Official Statement relating to the City, its functions, duties and responsibilities are and will be true and correct in all material respects and the Official Statement (including any 2272\pc 3 financial and statistical data contained therein relating to the City) does not and will not omit any statement or information which is necessary to make such statements and information therein with respect to the City, in the light of the circumstances under which they were made, not misleading in any material respect. (e) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the City required for the execution, delivery and sale of the Certificates or the consummation by the City of the transactions on its part contemplated by the Legal Documents. (f) The City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument in each case which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the Legal Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending with respect to which the City has been served or, to the knowledge of the official of the City executing this Contract of Purchase, threatened against the City affecting the existence of the City or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution or delivery of the Certificates or the City's covenant to make Lease Payments or in any way contesting or affecting the validity or enforceability of the Certificates or the Legal Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any waY the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Legal Documents, or in which a final adverse decision could materially or adversely affect the operation of the City. (h) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (1) to qualify the Certificates for offer and sale under the blue sky or other securities laws and regulations of such 2272\pc 4 states and other jurisdictions of the United States as the Underwriter may designate and (2) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Certificates; provided that the City shall not be required to consent to service of process in any such state or jurisdiction or be required to qualify as a foreign corporation. (i) If between the date of this Contract of Purchase and the date of the Closing an event occurs, of which the City has knowledge, which might or would cause the information relating to the City, its functions, duties and responsibilities contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Underwriter, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Underwriter and the City will cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with a nationally recognized municipal securities repository, provided all expenses incurred in connection with such preparation, publication or filing will be paid for by the City. (j) If the information relating to the City, its functions, duties and responsibilities contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subparagraph, at the time of each supplement or amendment thereto and (unless subsequently supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading. (k) The City will take no action and will cause no action to be taken that would affect the exclusion from gross income for federal income tax purposes of the interest component of the Lease Payments represented by the Certificates. (1) The City has not been, is not presently and as a result of the sale and delivery of the Certificates will not 2272\pc 5 be in violation of any debt limitation, appropriation limitation or any other provision of the California Constitution. (m) Between the date hereof and the Closing, without the prior written consent of the Underwriter, the City will not have issued any bonds, notes or other obligations for borrowed money on behalf of the city except for such borrowings as may be described in or contemplated by the Official Statement. (n) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose no -arbitrage certificates may not be relied upon. (o) Any certificate signed by any officer of the City authorized to execute such certificate and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter as to the statements made therein but not of the person signing such certificate. 4. At 8:00 A.M., San Francisco time, on April 17, 1990, or at such other time or on such earlier or later date as the Trustee, the City, the Corporation and the Underwriter mutually agree upon (the "Closing"), the Trustee will deliver or cause to be delivered to the Underwriter at the offices of Jones Hall Hill & White, A Professional Law Corporation ("Special Counsel"), San Francisco, California or such other place as the Trustee, the City, the Corporation and the Underwriter mutually agree upon, the Certificates in typewritten form acceptable to The Depository Trust Company (all of the Certificates to be in fully registered form, registered in the name of "Cede & Co."), duly executed, together with the other documents hereinafter mentioned. CUSIP identification numbers shall be printed on the Certificates, but the failure to print such number on any Certificate or any error with respect thereto shall not constitute cause for a failure or refusal by the Underwriter to accept delivery of, or pay for, the Certificates in accordance with the terms of this Contract of Purchase. All expenses in relation to the printing of CUSIP numbers on said Certificates and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid for by the Underwriter. The Underwriter will accept delivery of the Certificates and pay the purchase price thereof by wire transfer or by certified or official bank check or checks payable in immediately available funds to the order of the Trustee in an amount equal to the purchase price. The Certificates will be made available for inspection not later than 12:00 noon two business days prior to the Closing. In the event that temporary Certificates are delivered, the Trustee and the Corporation will deliver definitive Certificates to the Underwriter as soon after the Closing as is reasonably possible but in no event later than 15 days thereafter. The temporary Certificates will made available for checking and packaging not later than 12:00 noon two business days prior to the Closing. 2272\pc 6 The City and the Corporation hereby approve the use of the services of The Depository Trust Company in connection with the delivery of the Certificates in book -entry form. The Underwriter hereby agrees to make a bona fide public offering of all Bonds at not in excess of the initial public offering prices (or yields) set forth on the cover page of the Official Statement, plus accrued interest, reserving, however, the right to change such yields or prices as the Underwriter shall deem necessary in connection with the offering of the Bonds. 5. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the City contained herein. The Underwriter's obligations under this Contract of Purchase are and shall be subject to the following further conditions: (a) at the time of Closing, the Assignment Agreement and the Legal Documents all as described in the Official Statement, shall be in full force and effect as valid and binding agreements between or among the various parties thereto and the Legal Documents, the Assignment Agreement and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and there shall be in full force and effect such resolutions as, in the opinion of Special Counsel, shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriter shall receive the following documents, in each case satisfactory in form and substance to the Underwriter: (1) the unqualified approving opinion of Special Counsel, dated the date of Closing, as to the validity and tax-exempt status of the Certificates; (2) a supplementary opinion of Special Counsel in form and substance satisfactory to the Underwriter, dated the date of Closing and addressed to the Underwriter, to the effect that: (i) the description of the Certificates and security for the Certificates and statements in the Official Statement under the captions "THE CERTIFICATES", "SECURITY FOR THE CERTIFICATES", "TAX MATTERS", "BANK QUALIFIED" and Appendix B --"SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" insofar as such statements purport to summarize certain provisions of the Trust Agreement, the Lease Agreement, the Assignment Agreement, the Acquisition Agreement, California law or federal law and Special Counsel's opinion with respect to the validity and tax - exemption, are correct and accurate to the best of such counsel's knowledge and belief; aa7a\pc 7 (ii) assuming due authorization, execution and delivery by the Trustee of the documents to which it is a party, the Legal Documents have been duly authorized, executed and delivered by the City and constitute legal, valid and binding agreements of the City and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; and (iii) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (3) an opinion of the counsel to the City, dated the date of Closing and addressed to the City and the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (i) the City is a municipal corporation duly organized and validly existing under the laws of the State of California; (ii) the Official Statement has been duly approved by the City; (iii) the resolution of the City approving and authorizing the execution and delivery of the Legal Documents and approving the Official Statement was duly adopted at a meeting of the governing body of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; (iv) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending with respect to which the City has been served or, to the best of such counsel's knowledge, threatened against or affecting the City, which would adversely impact the City's ability to complete the transactions contemplated by the Legal Documents, to restrain or enjoin the collection of Lease Payments under the Lease Agreement, or in any way contesting or affecting the validity of the Certificates or the Legal Documents or the transactions described in and contemplated hereby wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Certificates or 2272\pc 8 the Legal Documents or in which a final adverse decision could materially adversely affect the operations of the City; (v) the execution and delivery of the Legal Documents and the approval of the Official Statement and compliance with the provisions of the Legal Documents and hereof, under the circumstances contemplated thereby, do not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the Legal Documents; and (vi) no authorization, approval, consent, or other order of any court or governmental body is required for the valid authorization, execution and delivery of the Legal Documents by the City and the approval by the City of the Official Statement or the consummation by the City of the transactions on its part contemplated herein and in the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; (4) the favorable opinion of the counsel to the Corporation, dated the date of Closing, and addressed to the City and the Underwriter, in form and substance satisfactory to the Underwriter to the effect: (i) the Corporation is a nonprofit public benefit corporation, duly organized, validly existing and in good standing under the laws of the State of California; (ii) the Corporation has full legal power and adequate corporate authority to enter into the Legal Documents to which it is a party and the Assignment Agreement and the full legal power and authority to own its properties and to carry on its business; (iii) the Legal Documents to which it is a party and the Assignment Agreement have been validly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Corporation, enforceable in accordance with their terms, except as enforcement thereof may be 2272\pc 9 limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iv) no consent, approval, authorization or order of any court, regulatory authority or governmental body is required for the valid authorization, execution and delivery of the Legal Documents to which it is a party or the Assignment Agreement or the consummation by the Corporation of the transactions on its part contemplated therein on its part except such as have been obtained and except such as may be required under the state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; (v) the descriptions in the official Statement as to the Corporation and the Corporation's obligations under the Trust Agreement, the Assignment Agreement, the Acquisition Agreement and the Lease Agreement are correct and do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which they were presented, not misleading in any material respect; and (vi) the execution and delivery of the Legal Documents to which it is a party and Assignment Agreement by the Corporation and performance by the Corporation of its obligations thereunder will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Corporation is a party or constitute a default thereunder; (5) the opinion of counsel to the Trustee, dated the date of Closing and addressed to the City, the Corporation and the Underwriter, to the effect that: (i) the Trustee is a national banking association with trust powers, duly organized and validly existing under the laws of the United States, having the legal authority to exercise trust powers in the State of California, and has full power, authority and legal right to execute and deliver the Trust Agreement and the Assignment Agreement and to comply wit the terms thereof and perform its obligations thereunder; (ii) the Trust Agreement and the Assignment Agreement have each been duly authorized, executed 2272\pc 10 and delivered by the Trustee and assuming due authorization, execution and delivery by the other parties thereto are the valid, legal and binding agreements of the Trustee, enforceable as to the Trustee in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iii) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is required for the execution and delivery by the Trustee of the Trust Agreement and the Assignment Agreement; and (iv) to the best of such counsel's knowledge the Trustee has not been served or threatened with any action, suit, proceeding or investigation at law or in equity before or by any court, public board or body against or affecting the Trustee, which would adversely impact the Trustee's ability to complete the transactions described in and contemplated by the Official Statement, or in any way contesting or affecting the validity of the Certificates or the Legal Documents or the transactions described in and contemplated hereby and by the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Certificates or the Legal Documents; (6) a certificate, dated the date of Closing, signed by a duly authorized official of the City satisfactory in form and substance to the Underwriter to the effect that: (A) there is no litigation or proceeding pending with respect to which the City has been served or, to the best of his or her knowledge, threatened against the City ( i) to restrain or enjoin the delivery of any of the Certificates or the collection of Lease Payments, (ii) in any way contesting the validity of the Certificates or the Legal Documents or the authority of the City to enter into the Legal Documents, (iii) in any way contesting the powers of the City in connection with any action contemplated by this Contract of Purchase, or (iv) in which a final adverse decision could materially adversely affect the operation of the City or its ability to perform its obligations under the foregoing agreements, (B) the representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the City, (C) no event affecting the 2272\pc 11 City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect, (D) the statements contained in the Official Statement with respect to the City do not contain an untrue statement of a material fact required to be stated therein or necessary to make such statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (E) the City is not in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject which would have an adverse impact on the City's ability to perform its obligations under the Lease Agreement, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under the Lease Agreement; (7) a certificate, dated the date of Closing, signed by a duly authorized official of the Corporation satisfactory in form and substance to the Underwriter (i) containing the representations and warranties in Exhibit B hereto and (ii) to the effect that to the best of his or her knowledge no litigation or proceeding is pending or threatened against the Corporation (a) to restrain or enjoin the delivery of the Certificates or the collection of Lease Payments, (b) in any way contesting the validity of the Certificates, the Legal Documents or the Assignment Agreement, or the authority of the Corporation to enter into the Legal Documents to which it is a party or the Assignment Agreement, or (c) in any way contesting the powers of the Corporation in connection with any action of the Corporation contemplated by the foregoing agreements; (8) a certificate, dated the date of Closing, signed by a duly authorized official of the Trustee satisfactory in form and substance to the Underwriter to the effect that (a) the Trustee has not been served or threatened with any action, suit, proceeding, inquiry or investigation (an "action") at law or in equity, before or by any court or governmental agency, public board or body seeking to prohibit, restrain or enjoin the execution of the Certificates or the collection of Lease Payments intended to pay the principal of and interest on the Certificates, or pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement or the Assignment Agreement, and there is no action pending or threatened against the Trustee affecting the existence 2272\pc 12 of the Trustee, or contesting the powers of the Trustee or its authority to enter into or perform its obligations under any of the foregoing agreements, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Certificates, the Trust Agreement or the Assignment Agreement; and (b) the execution and delivery by the Trustee of the Trust Agreement and the Assignment Agreement and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or both having jurisdiction over the Trustee or any of its activities or properties; (9) two executed or certified copies of each of the Legal Documents and the Assignment Agreement; (10) two copies of the Official Statement, executed on behalf of the City; (11) two certified copies of the general resolution of the Trustee authorizing the execution and delivery of the Certificates, the Trust Agreement, the acceptance of the Assignment Agreement and this Contract of Purchase; (12) copies of resolutions adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of this Contract of Purchase, the Lease Agreement, the Trust Agreement, the Acquisition Agreement and the approval of the Official Statement; (13) copies of the resolution adopted by the Corporation and certified by the Treasurer or Secretary of the Corporation, authorizing the execution and delivery of the Lease Agreement, the Acquisition Agreement, the Trust Agreement, and the Assignment Agreement; (14) a copy of a CLTA title insurance policy meeting the requirements set forth therefor in Section 5.4 of the Lease Agreement; (15) arbitrage certifications by the City in form and substance acceptable to Special Counsel and the Underwriter; (16) an opinion of counsel to the Underwriter, addressed to the Underwriter and dated the date of Closing, to the effect that: 2272\pc 13 (i) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (ii) although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Official Statement and make no representation that they have independently verified the accuracy, completeness or fairness of any such statements, during the course of preparation of the Official Statement, they met in conferences with representatives of the City, the Trustee, their respective counsels, Special Counsel, the Underwriter, and others, during which conferences the contents of the Official Statement and related matters were discussed and that based on their participation in the above-mentioned conferences, and in reliance thereon and on the certificates, opinions and other documents herein mentioned, they advise that no information came to their attention which caused them to believe that the Official Statement as of the date hereof and as of the Closing (except for any financial or statistical data or forecasts included therein or appendices thereto, as to which they express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (17) such additional legal opinions, certificates, proceedings, instruments or other documents as Special Counsel may reasonably request to evidence compliance by the Trustee with legal requirements, the truth and accuracy, as of the time of Closing, of the representations contained herein and in the Official Statement and the due performance or satisfaction by the Trustee, the Corporation and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied; (c) all matters relating to this Contract of Purchase, the Certificates and the sale thereof, the Trust Agreement, the Lease Agreement, the Acquisition Agreement, the Assignment Agreement, and the consummation of the transactions contemplated by this Contract of Purchase shall have been approved by the Underwriter, which approval shall not be unreasonably withheld. 2272\pc 14 If the conditions to the Underwriter's obligations contained in this Contract of Purchase are not satisfied or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the Underwriter nor the City shall have any further obligation hereunder. In the event that the Underwriter fails (other than for a reason permitted by this Contract of Purchase) to accept and pay for the Certificates at the Closing, the amount of one percent of the principal component of the Certificates shall be full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the acceptance of such amount shall constitute a full release and discharge of all claims and rights of the City against the Underwriter. 6. The Underwriter shall have the right to cancel its obligations to purchase the Certificates if, between the date hereof and the Closing regardless of whether any of the following statements of fact were in existence on the date of this Contract of Purchase: (a) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State of California, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for the staff of either such Committee, or by the staff of the Joint Committee on taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or state authority affecting the federal or state tax status of the City, or the interest on bonds or notes (including the Certificates); (b) there shall exist any event which in the reasonable opinion of the Underwriter either (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (ii) is not reflected 2272\pc 15 in the Official Statement but should be reflected therein to make the statements and information contained therein not misleading in any material respect; (c) there shall have occurred any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as would make it impracticable, in the reasonable opinion of the Underwriter, for the Underwriter to sell the Certificates; (d) there shall be in force a general suspension of trading on the New York Stock Exchange or other national securities exchange, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or such other exchange, whether by virtue of a determination by that Exchange or such other exchange or by orders of the Securities and Exchange Commission or any other governmental authority; (e) a general banking moratorium shall have been declared by either federal, California or New York authorities having jurisdiction and be in force; (f) there shall be established any new restrictions on transactions in securities materially affecting the free market for securities (including the imposition of any limitations on interest rates) or the extension of credit by, or the charge to the net capital requirements of, underwriters established by the New York Stock Exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order; (g) an adverse event occurs in the affairs of the Trustee, the Corporation or the City which, in the opinion of the Underwriter, requires or has required a supplement or amendment to the Official Statement; (h) the rating of the Certificates shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (i) the Comptroller of the Currency renders an opinion or issues a regulation which has the effect of prohibiting the Underwriter from underwriting the Certificates. 7. The City's obligations hereunder shall be subject to the following conditions: (a) the performance by the Corporation of its obligations, to be performed hereunder at or prior to the Closing; 2272\pc 16 (b) at or before the Closing, the City shall have received duly executed copies of the letters, documents and certificates referred to in sections 5(b)(7), 5(b)(8), 5 (b) (9) , 5 (b) (11) , 5 (b) (13) , and 5 (b) (14) , and the opinions referred to in sections 5(b) (1), 5(b) (2), 5(b) (4) and 5(b) (5). 8. During the ninety day period from and after the Closing (a) the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing and (b) if any event relating to or affecting the Trustee, the Corporation or the City shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Certificates, the Trustee, the Corporation and the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of the Certificates, not misleading. The City shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with a nationally recognized municipal securities repository. For the purposes of this section the Trustee, the Corporation and the City will each furnish such information with respect to itself as the Underwriter may from time to time request during such ninety day period. 9. Whether or not the transactions contemplated by this Contract of Purchase are consummated, the Underwriter shall be under no obligation to pay, and the City shall pay from the proceeds of the Certificates or otherwise, all expenses and costs of the City and the Corporation incident to the performance of their obligations in connection with the authorization, execution and delivery of the Certificates to the Underwriter, including, without limitation, fees and disbursements of Special Counsel and other professional advisors employed by the City or the Corporation; costs of preparation, printing, signing, transportation, delivery and safekeeping of the Certificates; credit rating(s); printing and distribution of the preliminary and final Official Statements incurred by an independent printer; Trustee and paying agency fees and charges, including the fees and expenses of legal counsel to the Trustee; travel by City or Corporation officials. The Underwriter shall pay its out-of-pocket expenses, the fees and expenses of its counsel, the California Debt Advisory Commission fee and the fee for The Depository Trust Company. 10. The City shall indemnify and hold harmless the Underwriter and employees and each person who controls the 2272\pc 17 Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended (such Act being herein called the "Act" and any such person being herein sometimes called an "Indemnified Party"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity or otherwise, and shall reimburse any such Indemnified Party for any legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the City contained in the Official Statement (including the Appendices thereto), or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact relating to the City necessary to make the statements therein not misleading and (ii) any information included in the Official Statement which was supplied to the Underwriter by the City. An Indemnified Party shall, promptly after the receipt of notice of the commencement of any action against such Indemnified Party in respect of which indemnification may be sought against the City, notify the City in writing of the commencement thereof, but the omission to notify the City of any such action shall not relieve the City from any liability which it may have to such Indemnified Party otherwise than under the indemnity agreement contained herein. In case any such action shall be brought against an Indemnified Party and such Indemnified Party shall notify the City of the commencement thereof, the City may, or if so requested by such Indemnified Party shall, participate therein or assume the defense thereof, with counsel satisfactory to such Indemnified Party, and after notice from the City to such Indemnified Party of an election so to assume the defense thereof, the City will not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. If the City shall not have employed counsel to have charge of the defense of any such action or if an Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the City (in which case the City shall not have the right to direct the defense of such action on behalf of such Indemnified Party), such Indemnified Party shall have the right to retain legal counsel of its own choosing and legal and other expenses incurred by such Indemnified Party shall be borne by the City. The City shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, but if settled with the consent of the City or if there be a final judgment or award for the plaintiff in any such action against the City or any Indemnified Party, with or without the consent of the City, the City agrees to indemnify and hold harmless such Indemnified Party for the amount of any such settlement, final judgment or award. 2272\pc 18 11. Any notice or other communication to be given to the Underwriter under this Contract of Purchase may be given by delivering the same in writing to Rauscher Pierce Refsnes, Inc., One California Street, Suite 2630, San Francisco, California 94111, Attention: Celeste Davis. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given the City under this Contract of Purchase may be given by delivering the same to the City of Cupertino, 10300 Torre Avenue, Cupertino, California 95014, Attention: Director of Finance. The approval of the Underwriter when required hereunder or the determination of satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to you. 12. This Contract of Purchase is made solely for the benefit of the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the City in this Contract of Purchase shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Certificates. 13. This Contract of Purchase may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 2272\pc 19 This Contract of Purchase shall be governed by the laws of the State of California. RAUSCHER PIERCE REFSNES, INC. By: Vice President Accepted: CITY OF CUPERTINO, CALIFORNIA By: s Title: �Lr1�t>?c Ls' Z2e,r9 2272\pc EXHIBIT A $9,070,000 CITY OF CUPERTINO CERTIFICATES OF PARTICIPATION MEMORIAL PARK EXPANSION PROJECT Maturity Principal Interest Jul 1 Amount Rate Price 1991 $ 230,000 5.9010 1000/0 1992 245,000 6.00 100 1993 260,000 6.10 100 1994 275,000 6.20 100 1995 295,000 6.30 100 1996 310,000 6.45 100 1997 330,000 6.60 100 1998 355,000 6.70 100 1999 375,000 6.85 100 2000 400,000 6.95 100 2001 430,000 7.00 100 2002 460,000 7.10 100 2003 495,000 7.125 100 2010 4,610,000 7.25 99.50 EXHIBIT B (a) The Corporation is a nonprofit public benefit corporation, duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Legal Documents to which it is a party and the Assignment Agreement and, when executed and delivered by the respective parties thereto, the Legal Documents to which it is a party and the Assignment Agreement will constitute legal, valid and binding obligations of the Corporation in accordance with their respective terms. (b) By official action of the Corporation, the Corporation has approved the execution and delivery of, and the performance by the Corporation of the obligations on its part contained in the Legal Documents to which it is a party and the Assignment Agreement. (c) The execution and delivery of the Legal Documents to which it is a party, the Assignment Agreement and compliance with the provisions on the Corporation's part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or is otherwise subject which breach or default has or may have an adverse affect on the ability of the Corporation to perform its obligations under the Legal Documents to which it is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Legal Documents and the Assignment Agreement. (d) The statements and information contained in the Official Statement relating to the Corporation, its functions, duties and responsibilities are and will be true and correct in all material respects and the Official Statement does not and will not omit any statement or information which is necessary to make such statements and information therein with respect to the Corporation, in the light of the circumstances under which they were made, not misleading in any material respect. (e) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Corporation required for the execution, delivery and sale of the 2272\pc B-1 Certificates or the consummation by the Corporation of the transactions on its part contemplated by the Legal Documents to which it is a party. (f) The Corporation is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, which breach or default has or may have a material adverse effect on the ability of the Corporation to perform its Obligations under the Legal Documents. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending with respect to which the Corporation has been served with process or to the knowledge of the officer executing such certificate threatened against the Corporation affecting the existence of the Corporation or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution or delivery of the Certificates, or in any way contesting or affecting the validity or enforceability of the Assignment Agreement, the Certificates or the Legal Documents, or contesting the powers of the Corporation or its authority to enter into, adopt or perform its obligations under any of the foregoing, including, but not limited to, the consummation of the transactions relating to the financing of the Projectas described in the Official Statement, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Legal Documents -and the Assignment Agreement. 2272\pc B-2 Q4 VALLEY TITLE COMPANY PRELIMINARY REPORT XX300 South First Street - San Jose, 95113 (408) 292-7150 - 605 Castro Street - Mountain View, 94040 (415) 968-4427 - 2354 Alum Rock Avenue - San Jose, 95116 (408) 251-8500 -10625 South De Anza Boulevard -Cupertino, 95014 (408) 253.7630 - 14526 Camden Avenue - San Jose, 95124 (408) 377-7911 - 1930 South Bascom Avenue - Campbell, 95008 (408) 371-7891 ESCROW NO. 198056-B Dated as of April 14, 1989 at 7:30 a.m. In the event of cancellation, a minimum charge of $200.00 will be made. If the escrow has not closed within 90 days from the date hereof, cancellation will be effected unless other provisions are made. In response to the above referenced application for a policy of title insurance VALLEY TITLE COMPANY hereby reports that it is prepared to issue or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception in Schedule B or not excluded from coverage pursuant to the printed Schedules Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from 'he coverage of said Policy or Policies are set forth in the attached list. Copies of the Policyforms should be read. Theyare available from the office which issued this report. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OFTITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TOTHE ISSUANCE OFA POLICYOFTITLE INSURANCE,A BINDER OR COMMITMENT SHOULD BE REQUESTED. The form of policy of title insurance contemplated by this report is: standard Extended Coverage Coverage 1. California Land Title Association Standard Coverage Policy XX 2. American Land Title Association Owners Policy �] 3. American Land Title Association Residential Title Insurance Policy 4. American Land Title Association Loan Policy C] 5. Other [� VTC - 216 (Rev. 6/87) 3 SCHEDULE A 198056-B Page 1 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: DE ANZA RESIDENTIAL SUITES LIMITED PARTNERSHIP, a California Limited Partnership 3. THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SANTA CLARA, CITY• OF CUPERTINO AND IS DESCRIBED AS FOLLOWS: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara,` State of California on September 3, 1975 in Book 361 of Maps, at page 2. V SCHEDULE B 198056-B page 2 At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy form designated on the face page of this Report would be as follows: 1. Taxes for the fiscal year 1989-1990 a lien, but not yet due or payable. 2. The lien for supplemental property taxes for the fiscal year 1988-1989 securing: a. Supplemental Receipt No. 326729-022-71. 1. First Installment $16,137.38 has been paid 2. Second Installment $16,137.38 due November 5, 1988 delinquent April 30, 1989 b. The lien of supplemental taxes, if any, assessed pursuant to provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California, and/or any additional taxes which may be assessed for added improvements or changes of ownership, subsequent to March 1, 1975. 3. An easement for the purpose shown below and rights incidental\ thereto as set forth in a document Granted to: City of Cupertino, a municipal corporation (No representation is made as to the present ownership of said easement) Purpose: right of way for emergency access Recorded: November 20, 1975 Book B729, Page 406, of Official Records. Affects: Beginning at the most Northeasterly corner of Parcel "B" as shown on that certain Map recorded in Book 361 of Maps, at page 2, Santa Clara (Cont'd on next page) 198056-B page 3 County Records, said corner being the Easterly terminus of the course N. 890 52' 19" E. 175.92 feet, as shown on said parcel map; thence along a common line of Parcels "A" and "B" as shown on said parcel map S. 890 52' 19" W. 101.00 feet to the TRUE POINT OF BEGINNING; thence continuing along said common line S. 89° 52' 19" W. 20.00 feet; thence leaving said common line S. 0° 07' 41" E. 49.00 feet; thence N. 89° 52' 19" E. 120.89 feet to a point on the Easterly boundary of said Parcel "B"; thence along said Easterly boundary of Parcel "B North 20:00 feet; thence leaving said Easterly boundary of Parcel "B" S. 890 52' 19" W. 100.94 feet; thence N. 0° 07' 41" W. 29.00 feet to the TRUE POINT OF BEGINNING. 4. An easement for the purpose shown below and rights incidental thereto as -set forth in a document Granted to: City of Cupertino, a municipal corporation (No representation is made as to the present ownership of said easement) Purpose: right of way for public utilities Recorded: April 14, 1976 Book B969, Page 573, of Official Records. Affects: Being a portion of that certain parcel of land shown as Parcel "B" on that certain Parcel Map recorded in Book 361 of Maps, at page 2, Santa Clara County Records, being more particularly described as follows: Beginning at the most Northwesterly corner of said parcel; thence along the Westerly line of said parcel S. 0° 02' 03" E. 259.97 feet; thence leaving said Westerly line along the general Southwesterly line of said parcel, along a tangent curve to the left, having a radius of 20.00 feet, through a central anglt fo 41° 24' 35" an arc length of 14.45 feet to a point in a line that is parallel with and 5.00 feet Easterly, measured at right angles from said Westerly line of Parcel "B"; thence leaving said general Southwesterly line along said parallel line N. 00 02' 03" W. 273.21 feet to a point in the general Northerly line of said parcel; thence leaving said parallel line, along said general Northerly line S. 89° 52' 19" W. 5.00 feet to the Point of Beginning. 5. An easement for the purpose shown below and rights incidental thereto as set forth in a document (Cont'd on next page) 198056-B page 4 Granted to: City of Cupertino, a municipal corporation (No representation is made as to the present ownership of said easement) Purpose: use for sidewalk purposes Recorded: November 13, 1986 Book J922, Page 1179, of Official Records. Affects: Commencing at intersection of the monument line of Stelling Road and Stevens Creek Boulevard as shown upon that certain parcel map which map was recorded in Book 361 of Maps at page 2, Santa Clara County Records; _ thence S-89* 52' 19" W. 169.00 feet along the monument line of Stevens Creek Boulevard; thence N. 0° 07' 41" W.. 45.00 feet to the True Point of Beginning; thence S. 89° 52.' 19" W. 21.00 feet along the existing right -of -line of Stevens Creek Boulevard; thence N. 10 23' 00" W. 4.59 feet; thence N. 88° 37' 00" E. 21.005 feet; thence S. 1° 23' 00" E. 5.05 feet to the True Point of Beginning. 6. Any rights of the parties in possession of said land, based on an unrecorded lease, or leases, as disclosed by an inspection. END OF SCHEDULE B NOTE 1: Taxes for the fiscal year 1988-1989 have been paid. Receipt No. 326-29-22. Code 13-003. First Installment $40,911.06. Second Installment $40,911.06. NOTE 2: If title is to be insured in the partnership (or if their act is to be insured), this Company will require a copy of the partnership agreement creating such partnership, and all amendments thereto, together with a written verification by all present general partners that the copy is a true and correct copy of the partnership as it may have been amended, that it is in full force and effect and that is has not been revoked or terminated. NOTE 3: A Certificate of Limited Partnership recorded December 1, 1987 in Book K375 of Official Records, page 509, which disclosed the following: Partnership Name: De Anza Residential Suites Limited Partnership, a California limited partnership (Cont'd on next page) 0 198056-B page 5 General Partner: John Vidovich, Stephen J. Vidovich NOTE 4: Notice is hereby given that Indorsement Number 126.1 will not be attached to any policy issued pursuant to this report. NOTE 5: THE FOLLOWING IS FURNISHED FOR INFORMATION ONLY: The only conveyances affecting said land recorded within six months prior to the date of this report are as follows: NONE (no short term) SESSJii...SANI-1 LLAH," L;UUW'fY, LA-LirUHWJd ', •OOK PARE 6]1 29 11 oo' ORNER AGREEMENT FOR THE ACQUISITION OF REAL PROPERTY THIS AGREEMENT dated A c>ooi-Eio , 1989, is be- tween the City of Cupertino, (hereinafter referred to as "City") a general law city organized under the laws of the State of California and DeAnza Residential Suites, (hereinafter referred to as "Owner"), a limited partner- ship organized and operating under the laws of the State of California consisting of John Vidovich, as the sole general partner. WHEREAS, Owner is the sole owner and title holder to certain improved real property at the northwest cor- ner of Stevens Creek Blvd. and Stelling Avenue in the City of Cupertino more particularly described as follows: [see attachment] WHEREAS, said improved real property is the cur- rent site of the DeAnza Racquet Club, a private recre- ation facility which includes buildings, tennis courts, a swimming pool, paved parking lot, and various other improvements; and WHEREAS, City and Owner cannot agree as to a pur- chase price for said real property, but desire by this 1 Agreement to provide a procedure for determining a fair and equitable price to be paid to Owner; NOW, THEREFORE, IT IS HEREBY AGREED as follows: 1. Acquisition of Real Property. Upon determi- nation of the purchase price pursuant to the provisions of this Agreement, and subject to paragraph 14 of this Agreement regarding abandonment of eminent domain pro- ceedings Owner shall sell and City shall purchase the real property described hereinabove including all im- provements and fixtures attached to the land free and clear of all liens, encumbrances, taxes, assessments, and leases whether recorded or unrecorded except: a) covenants, conditions, restrictions, and reservations of record, if any; and b) Easements or rights of way over the land for public or quasi -public utility or public street purposes, if any. City shall also pay all costs of escrow and recording fees incurred in this transaction, including documentary stamp tax, and title insurance policy expenses. Escrow costs and recording fees shall not, however, include reconveyance fees, trustee's fees, forwarding fees, or penalty of any full reconveyance of deed of trust or full release of mortgage paid. 2. Proration of Taxes. In the event City ac- quires fee title to said real property under the terms of this Agreement, taxes shall be prorated in accordance 2 with Revenue and Taxation Code Section 5082 as of the recordation date of the deed or order of condemnation, as the case may be. Further, Owner authorizes City to deduct and pay from the purchase price any amount necessary to sat- isfy any delinquent taxes due, together with penalties and interest on them, and any delinquent or nondelin- quent assessments or bonds, which are to be cleared from the title to said property. 4. Payment of Deed of Trust or Mortgage. all money payable under this Agreement, up to and including the total amount of unpaid principal and interest on any note secured by a deed of trust or mortgage, and all amounts due and payable in accordance with the terms and conditions of the deed of trust or mortgage shall on demand be made payable to the beneficiary or mortgagee. The beneficiary or mortgagee shall furnish Owner with good and sufficient receipt showing the money credited against the indebtedness secured by the deed of trust or mortgage. 5. Lease Warranty. Prior to recordation of a deed or order of condemnation, as the case may be, Owner shall warrant that there are no oral or written leases on all or a portion of said real property exceeding the period of one month, and Owner further agrees to hold City harmless and reimburse City for any and all of its losses and expenses occasioned by reason of any lease of 3 said property held by any tenant of Owner for a period exceeding one month. 6. Relocation Costs. In the event City acquires fee title to said real property under the terms of this Agreement, whether by settlement or by judgment, Owner shall hold City harmless from any moving or relocation expenses incurred by Owner or by any tenant of Owner under the applicable provisions of the California Re- location Assistance Act. Should any person make claim for any such moving or relocation assistance, and such claim is determined by City to be meritorious, then the amount of said moving or relocation expense shall be deducted from the purchase price, or if the purchase price has already been paid to Owner, Owner shall upon demand reimburse City for such cost or expense. 7. Possession. Unless otherwise agreed in writ- ing, City shall take possession of said real property upon recordation of the deed or order of condemnation, as the case may be, which conveys title to said real property. Owner shall be entitled to all rents from said real property up to and including the date of transfer of title. All rents collected by Owner applic- able to any period after date of transfer shall be paid to City. Either party to this Agreement receiving rents to which the other party is entitled shall forthwith pay that amount to the other as is necessary to comply with the provisions of this paragraph. In no event, however, 4 shall City be responsible for collection of rents applic- able to the period up to and including the date of trans- fer of title. 8. Condition of the Premises. In the event City acquires fee title to said real property under the terms of this Agreement, Owner shall deliver possession of said real property and improvements under the provisions of paragraph 7 of this Agreement, in a marketable condi- tion. The buildings, tennis courts and other improve- ments shall be delivered in a clean condition, free of all defects normal wear and tear excepted. Prior to transfer of title, City shall be granted the right to inspect the premises and, shall, as a condition to tak- ing title, execute a written acceptance of the condition of the premises. 9. Escrow. In the event that a purchase price for said property is established under the provisions of this Agreement, the transaction will be handled through an escrow selected by the parties. 10. Determination of Purchase Price. Upon execu- tion of this Agreement, the parties shall attempt in good faith to negotiate a purchase price for said real property. If the parties are unable agree on said price, either party, upon written notice to the other, at any time beyond sixty (60) days from the date this Agreement is executed may suspend settlement negotia- tions. 5 11. Eminent Domain. Upon the giving of said notice described in paragraph 10 of this Agreement by either party to the other, the City shall commence the eminent domain process to acquire said real property. At any time during said process, including actual liti- gation, the parties may settle the issue of the purchase price for said real property by mutual written agree- ment. 12. Eminent Domain Award. In the event that parties are unable to resolve their differences as to the purchase price and the issue of just compensation is determined by a finder of fact whether jury, court or arbitrator and an award is made, Owner shall transfer title to said real property to City upon the following basis: a) if the award is $7,000,000 or less, the City may purchase said real property for the amount of the award by payment of cash within 60 days from the date the award becomes final. b) if the award is greater than $7,000,000, then the City may purchase said real property for the amount of the award in three equal annual installments, one-third due within 60 days of the award becoming final, one-third twelve (12) months later, and the final third twenty-four (24) months after the first payment is made. Interest at the rate of 4.75% per annum shall accrue on the unpaid balance. In order to secure pay - N. ment of said balance, the City and Owner shall agree upon a process which will allow for the City to pur- chase legally said property over the period of two years. Notwithstanding the award, Owner may elect to receive the full cash price in lieu of installments by agreeing to transfer title to said real property for a total pur- chase price of $7,000,000. c) notwithstanding paragraph 12(b) of this Agreement, if the award is in excess of $8,000,000, City may acquire title to said property for a total payment of the award less a credit equal to an amount that the award exceeds $8,000,000, provided, however, that said credit shall not exceed $500,000.00. By way of example, if the award is $7,000,000 the City may purchase said real property for $7,000,000 in cash payable 60 days from the date the award becomes final. If the award is $7,500,000, the City may purchase said property for $7,500,000 payable in three equal annual installments subject to Owner's right to receive $7,000,000 in cash in lieu of payments. If the award is $8,100,000, City may purchase said property for $8,000,000 in three equal annual install- ments. If the award is $8,900,000, City may purchase said property for $8,400,000 in three equal annual in- stallments. As used in this Agreement, the term "award" means all amounts due and owing to Owner or his tenants 7 as a result of an action brought by the City in eminent domain to acquire said property and all improvements thereon including, but not limited to, value of the take, severance damages, damages for wrongful pre - condemnation activities, moving and relocation expenses, loss of goodwill, interest, costs and attorney's fees, if any. All terms of this Agreement shall be incor- porated into, and become part of, any judgment of con- demnation rendered with respect to said real property. 13. Waiver of Attorney's Fees and Costs. In con- sideration of the other provisions of this Agreement, Owner hereby agrees that he shall not seek, nor recover litigation expenses, as defined in § 1235.140 of the Code of Civil Procedure which could be awarded in any eminent domain proceeding brought by the City to acquire said property under the terms of this Agreement includ- ing, but not limited to, litigation expenses awarded by the Court upon a finding that City's offer was unreason- able (§ 1250.410 CCP), ordinary costs (§ 1268.710), or litigation costs and damages awarded based upon abandon- ment or dismissal of the action by City (§ 1268.610 CCP', § 1235.140 CCP). 14. Abandonment of Proceedings. Provided that City does not take physical possession of said real property, nothing in this Agreement precludes City's right to abandon any eminent domain proceeding to acquire said real property at any time within 30 days after any award or judgment becomes final as prescribed in § 1268.510 California Code of Civil Procedure. In the event of such abandonment, this Agreement shall be rescinded and neither party shall have any obligation to purchase or sell said real property. In the event of such abandonment, Owner shall not seek nor recover any damages, including damages for loss of use or loss of opportunity proximately caused to Owner by such abandon- ment nor shall he seek or recover any litigation ex- penses which would otherwise be awarded pursuant to CCP Sections 1235.140 or 1268.610. 15. Consideration of Alternative Uses Subsequent to Abandonment. Notwithstanding any provision to the contrary contained in paragraph 14 of this Agreement, upon abandonment by City of any eminent domain proceed- ing to acquire said real property, City shall hold general plan hearings to consider alternative uses for the property. This paragraph shall not be construed as an admission by City that the present land use designa- tion or zoning for said real property is unreasonable or that said designation or zoning constitutes a taking of property without just compensation. 16. Non-admissability of this Agreement. Neither this Agreement, nor any portion thereof, shall be admiss- ible in any direct eminent domain action brought by City nor shall it be admitted into evidence in any judicial Z proceedings, including arbitration, for the purpose of establishing the value of said real property. 17. Integration; Modification. This Agreement constitutes the entire Agreement of the parties. All oral or written promises or agreements regarding the subject property made prior to, or at the same time as, the execution of this Agreement are void and have no further force or effect. Any subsequent modification of this Agreement must be in writing and executed by the parties. 18. Binding on Successors - Covenant Running With the Land. This Agreement is binding upon the parties, their heirs, successors, successors in interest, and assigns. The parties also agree that this Agreement constitutes a covenant running with the subject property and may be recorded by either party at that party's option. 19. Effect of This Agreement Upon Powers of the City. Nothing in this Agreement shall require City to take any action which it cannot legally take nor shall it obligate the City to take any particular action which requires an evidentiary hearing before such action is taken. 20. Notice. For purpose of giving any notice re- quired under this Agreement, either party may personally deliver said notice to the other or deposit said notice 10 with the United States Post Office, postage prepaid to the following addresses: a) For City Donald Brown City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 b) For Owner DeAnza Residential Suites c/o John Vidovich 21. Authority. The signatories to this Agreement warrant that each has authority to execute this Agreement and to bind the parties to its terms. IN WITNESS WHEREOF, the undersigned have executed this Agreement this day of 1989. DEANZA RESIDENTIAL SUITES By John Vidovich, General Partner CITY OF CUPERTINO By John Plungy, Mayor City Clerk CHARLES T. KILIAN City Attorney 11 ® MIN= OF THE FEBRJAIZY 5, 1990, R@GtTLAR C7T['Y OGiRiL'.II, MEE'= (OC -784) The Planning Comi.ssion recoamexyds the granting of a Negative Declaration. The property is located on the sazth side of Stevens Creek Boulevard, 200 ft. east of Finch Avenue. Paocamended for approval with oonditions. Mr. Cowan reviewed the application for Council. Clayton N. Stokes, 21971 McClellan Road, was available should Council have any questions. It was moved by Counc. Szabo, seoonded by Counc. Sorensen and passed unanimously (4-0) to approve the granting of the Negative Declaration. It was moved by Counc. Szabo, seconded by Counc. SorenL,:;en and passed unanimously (4-0) to approve the application per Planning CaTmJssicn Resolution No. 4238, with Condition No. 17 amended to stats that trips cannot be transferred frac this site to another site without a public hearing. :1r.�4MyN� 27. None. y IMD I Z I5Z* 28. None. Cupertino 29. Items of business pertaining to the purchase of Sports Center approximately 6.188 acres on the nort7cest corner of Stevens Creek Boulevard and Stelling Road (DeAnza Racquet Club). Chuck Jacobsen, Citizens to Save Cupertino Recreation, thanked Cot=il for their vision to buy the DeAnza Sports Center. He urgers that any plan for the site should include adequate cashflera and he volunteered to serve as a member on any c mittee ford to dm elap the plan. Bob Hoxsie, Mc0'lellan Road, requested that mil verify that the site was puxthased not just as a racquet club. Council did verify that. (a) Request for appropriation of $1,920,000 from the general fund to be used toward the purchase the is DeAnza Racquet Club. -10- Mn&? l'S OF THF FEBRM Y 5, 1990, REG<TLAR CITy 00MCIL METING (CC -784) It was moved by Ccunc. Szabo, seconded by Counc. Sorensen and Passed Unanimously (4-0) to appropriate the funds. (b) Resolution No. 8044: "A Resolution of the City Council of the City of Cupertino Accepting Grant Deed of Real Property from DeAnza Residential Suites for Public Purposes." It was raved by Counc. Szabo, seconded by Counc. Sorensen and Passed unanimously (4-0) to adopt the resolution. (c) Resolution No. 8045: "A Resolution of the City Council of the City of CqDextino Authorizing Initiation of the Rezoning Process for the DeAnza Racquet Club/Park Site; Located at the Northwest Corner of Stevens Creek Boulevard and Stelling Road." It was moved by Counc. Szabo, seconded by Coaulc. Goldman and Passed unanimously (4-0) to adopt the resolution. (d) Appointment of financial advisor and bond attorney to issue Certificates of Participation for the purpose of purchasing the DeAnza Racquet Club/Park site. It was moved by Counc. Szabo, seconded by Cot=. Goldman and passed unanimously (4-0) to aplooint Rauscher P.Lerce and Refsnes, Inc. as financial advisors and Jones, Hall, Hill and mite as bond counsels and dLre t the City Manacrer to execute necessary agrearents. Mayor Rogers announced that the site is being referred to as the Cupertino Sports Center. 30. Change in position of allowing the opening of the new southbo1-u-1d lane on Route 85 north of 1280. It was moved by Counc. Szabo, seconded by Counc. Goldman and Passed unanimausly (4-0) to authorize staff to seryl a letter to the Traffic Authority stating that the City Council has revised its original position on allowing Route 85 new lanes to be q ened for the following reasons: 1) requiring the new lanes to remain unused is unrealistic and could not be acccaplished due to the extremes pressure brought on by motorists wanting to use the new lanes; and 2) the Pied Plan minimizes the impact by providing scene relief during the interim until Route 280 is opened in ® November of 1990. -11- RESOIITTION NO. 8077 RESO=ON OF THE CITY COUNCIL OF THE = OF • - -a • ACCEPTING GRANT DEEDS FOR ACQUISITION OF DEANZA •• « W1=EAS, John Vidavich, Michael A. Vidavich, James A. Ginella, Joseph F. Brown, Robert J. SaiCh, Deborah D. Frilanavich, Martin Funk Saich, Stephen J. Vidavich, Maty Vidavich, Joanne R. Ciannello, Ralph A. Saich, Anton Paul Saich, Robert Anton Saich and Helene E. Saich have executed grant deeds which are in good and sufficient form granting to the City of Cupertino, County of Santa Clara, State of California, the fee title to certain real property for public purposes, situate in the City of Cupertino, shown on the Parcel Map attached hereto as Exhibit 15, which is as follows: All that certain real property situate in the City of Cupertino, County of Santa Clara, State of California, consisting of all of Parcel B, as shown upon that certain parcel map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2 (AFN 326-29-22). WHEREAS, said Grant Deeds attached hereto as Exhibits 1 through 14 are made part hereof by reference; NOW, SORE, BE IT RESOLVED that the City of Cupertino accept said grants so tendered; and IT IS FURIBER. RESOLVED that the City Clerk be and she is hereby authorized to record said grant deeds and this resolution. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 26 day of March 1990 by the following vote: Vote Members of the City Council AYES: Goldman, Sorensen, Szabo, Koppel NOES: None ASSENT: Rogers ABSTAIN: None ./s/ Dorothy Cornelius /s/ Barba Koppel City Clerk Mayor, City of Cupertino GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, JOSEPH F. BROWN, a married man as his sole and separate property hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. SEP� F. BROWN EXHIBIT 1 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, MARTIN FRANK SAICH; a single man hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. Martin Frank aic EXHIBIT 2 VALLEY TITLE COMPANY Escrow # co. Bill # 326-29-22 Code area 13-003 When Recorded Mail To: GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, JOANNE R. CIANNELLO, a single woman hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. o anne ianne o EXHIBIT 3 VALLEY TITLE COMPANY Escrow # co. sill # 326-29-22 Code Are -a13-003 When Recorded Mail To: GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax S Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, MICHAEL A. VIDOVICH, a single man hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. ;J z`� Michael ; ovic EXHIBIT 4 VALLEY TITLE COMPANY Escrow # co. sill # 326-29-22 Code Area 13-003 When Recorded Mail To: GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax S Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, MARY J. VIDOVICH, a single woman hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. 1 Mary J. ViOpVich i% EXHIBIT 5 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax S Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, JAMES A. GINELLA, a single man hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. EXHIBIT 6 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, DEBORAH D. KRILANOVICH, a married woman as her sole and separate property hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. e ora > anovic EXHIBIT 7 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax S Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, HELENE E. SAICH, a single woman hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. Helene E. Saich EXHIBIT 8 VALLEY TITLE COMPANY Escrow # Co. Bill # 326-29-22 Code Area 13-003 When Recorded Mail To: GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, ANTON PAUL SAICH, a single man hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. &'�� oau-e '-"L�D Anton Paul Saich EXHIBIT 9 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, ROBERT J. SAICH, a married man as his sole and separate property hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. I o ert c EXHIBIT 10 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax S Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, STEPHEN J. VIDOVICH,•a married man as his sole and separate property hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. EXHIBIT 11 lei_z GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, ROBERT ANTON SAICH, a single man hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. Robert Anton- Saich 12 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, RALPH A. SAICH, a married man as his sole and separate property hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. KI, ' '010-xm_� summ FXHTBTT 13 GRANT DEED The undersigned Grantor declares the tax to be: County Transfer Tax $ _Equity Full Value By this instrument, dated March 22, 1990, for a valuable consideration, JOHN VIDOVICH, a married man as his sole and separate property hereby GRANTS to: THE CITY OF CUPERTINO, a municipal corporation, the real property situated in the City of Cupertino, County of Santa Clara, State of Cali- fornia, described as follows: All of Parcel B, as shown upon that certain Parcel Map filed for record in the office of the Recorder of the County of Santa Clara, State of California on September 3, 1975 in Book 361 of Maps, at page 2. ' -\) ti �Orc� 7 vido—vich EXHIBIT 14 I ®R, 11 A. NJ rin I 9 1 HI MAX .�� Tl Alt ®R, 11 9 1 HI MAX .�� Tl Alt ir M -H, Bil l 11 ir M -H, Bil