PFC 86-6 13031-5 3HHW:BDQ: rms 05/14/86 Z1963
CUPERTZNO PUBLZC FACZLZTZES CORPORATZON
RESOLUTZON NO. 86-6
A RESOLUTZON APPROVZNG, AUTHORZZZNG AND
DZRECT~NG EXECUTZON OF CERTAZN LEASE FZNANCZNG DOCUHEHTS,
AUTHOR[ZZNG AND DIRECTING EXECUTZON OF A PURCHASE AGREEHENT
AND AUTHORIZZNG AND DIRECTZNG CERTAIN ACTIONS H[TH RESPECT THERETO
RESOLVED, by the Board of Directors of the Cupertino Publlc Facilities
Co~por&tton (the "Corporation"):
I~IEREAS, the Ctty of Cupertino (the "Ctty'), ~orktng together wtth the
Corporation, ts proposing to proceed wtth an lease financing; and
WHEREAS, tn connection therevtth, the Ctty proposes to finance certaln
capttal Improvements (the 'Project') and It ls tn the publlc tnterest and
for the publlc beneftt that the Corporation authorize and direct execution
of the Lease Agreement (as hereinafter deftned) and ce~atn other financing
documents in connection theredtth; and
~EREAS, pursuant to the Ctty's authorization, Rauscher Pierce
Refsnes, [nc. (the 'Underm-tter') proposes to undeT~rtte the financing and
will purchase the Certificates of Participation described below; and
WHEREAS, the documents belo~ specified have been ftled with the
Corporation, and the members of the Board of Directors, wtth the aid of its
staff, have revte~ed satd documents;
NO~, THEREFORE, tt ts hereby ORDERED and DETERHZNED, as follows:
SECTION 1. The below-enumerated documents be and are hereby approved,
and the President, Vtce President or Treasurer is hereby authorized and
dtrected to execute sald documents, wtth such Insubstantial changes,
Insertions and o~tsstons as Ray be approved by such official, and the
Secretary ts hereby authorized and dtrected to attest to such official's
signature:
a) an acquisition agreement, by and between the City and the
Corporation, pursuant to which the City will transfer certain assets
of the City (the 'Assets') to the Corporation to per~tt the City to
undertake the Project;
b) a lease agreement, by and between the Corporation, as
lessor, and the City, as lessee (the "Lease Agreement"), pursuant to
which the Corporation will lease the Assets back to the City;
c) a trust agreement, by and among the Corporation, the City
and a t~ustee bank to be selected by the City (the "Trustee"),
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. relatt~ to the financing, a~ the execution ~ deltvery of
~ ce~tftca~es of participation evtdenct~ the proportionate Interests
,. of the W~s ~he~eof In lease pe~nts to be ~de b~ the Ctt~ u~er
the be~se Agent (the 'Certificates of Pa~ttctpatton')~
d)- a c~ptta] icc~nt agre~n~, b~ I~ ~t~en ~he Ctt~ ~ the
Co.ration, pursuant to Vhtch the p~c~s ~ecetved b~ the Ctty for
the s~]e of the Asse~s vt]] be he~d ~ dts~sed~ ~nd
~ ~ e) ~n asstgwnt agrewnt, b~ ~ ~twn the Co~poratton a~
th~ T~stee. ~rsu~nt to ~htch ~he'Cor~rl~ton vt]] 8sstgn cer~atn of
~ t~s rtghts u~er ~he Lease Agre~nt. tnc]udt~ t~s rtght ~o recetve
~ ]e~se p~n~s thereunder, ~o ~he T~stee.
SE~ZON Z. A purchase ag~ee~n~ b~ ~ ~ng the Unde~l~er, ~he
Ct~ ~ ~he Corporation re]~tng to ~he punch.se by the Unde~lter of ~he
Certificates of P~r~tctpa~ton, be and ts he~b~ ~proved, and ~he P~estden~,
Vtce President or Treasu~r ts hereb~ auChortz~ a~ dtrected ~o execute
satd ~g~nC, ~tth such Insubstantial ch~nges. Insertions ~ ~lsstons ~s
~ ~ 8pp~v~ b~ such offtcl~.
SE~ON 3. T~ P~slden~, Vtce President. T~asu~r. Sec~eCar~ e~
"~ other officials of the Cor~ratton are he.by authorized and dtrected to
exe~e such other ~g~ewnts, docu~nts a~ certificates as ~ be
~ necess~r~ to effe~ the purposes of thts resolution ~ the ]e~se financing
" he~etn aut~rtz~.
:.
Z he~eb~ certt~ ~h~t ~he ~o~egotng ~esolutton ~s dul~ ndopted ~t a
~ettng o~ the 8o~ o~ Directors o~ the Cupe~tt~ Publtc Facilities
Co~Cton held on the ZM d~ o~ ~une, ~986~ b~ the Foll~tng vote:
AYES, and in f~vor of, Boardmembers: Catco, 3ohnson, Plun~y, Spark~, Rogers
.~ NOES, BoirdlelM)ers: None
".' ABSENT, Bo&rcklelbers: None
Secretary