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Home My WebLink AboutRESO 979620181101 th 0140194 PALO ALTO PUBLIC IMPROVEMENT CORPORATION Resolution No. 9796 A Resolution Approving, Authorizing and Directing Execution of Certain Lease Refinancing Documents and Authorizing and Directing Certain Actions with Respect Thereto RESOLVED, by the Palo Alto Public Improvement Corporation (the "Corporation"): WHEREAS, the City of Palo Alto, a chartered municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City") desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of WHEREAS, the City has additionally proposed to lease a City asset, initially the Rinconada Library, located at 1213 Newell Road (or another property identified by City staff) (the Leased Property to the Corporation under a Property Lease by and between the City, as the Corporation proposes to lease the Leased Property back to the City under a Lease Agreement, by and between the City, payment by the City of semiannual lease payments ; WHEREAS, as described in the Property Lease and the Lease Agreement, upon the construction and the substantial readiness of the California Avenue Parking Garage for use and occupancy by the City, the California Avenue Parking Garage will be the Leased Property subject to the Property Lease and the Lease Agreement, and the Rinconada Library will be released; WHEREAS, the Corporation proposes to assign its right to receive the Lease Payments to r an Assignment Agreement (the consideration of such assignment the Trustee has agreed to execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in the Lease Payments, in accordance with a Trust Agreement to be executed by and among the Trustee, the City and the DocuSign Envelope ID: BC291CFF-965B-4FE3-8CC5-021CC48E7853 20181101 th 0140194 WHEREAS, in connection therewith, it is in the public interest and for the public benefit that the Corporation authorize and direct execution of the Property Lease, the Lease Agreement, the Trust Agreement and certain other financing documents in connection therewith; and WHEREAS, the documents below specified have been filed with the Corporation, and the members of the Corporation have reviewed said documents. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The belowenumerated documents be and are hereby approved, and the President and the Vice President are hereby separately authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Secretary of the Corporation is hereby authorized and directed to attest to such official's signature: (a) the Property Lease, relating to the lease of the Leased Property by the City to the Corporation, by and between the City, as lessor, and the Corporation, as lessee; (b) the Lease Agreement, relating to the lease of the Leased Property by the Corporation back to the City, between the Corporation, as lessor, and the City, as lessee; (c) the Trust Agreement, by and among the Corporation, the City and the Trustee, relating to the execution and delivery of the Certificates, evidencing the fractional interests of the owners thereof in the Lease Payments to be made by the City under the Lease Agreement; and (d) the Assignment Agreement, by and between the Corporation and the Trustee, pursuant to which the Corporation will assign certain of its rights under the Lease Agreement, including its right to receive the Lease Payments thereunder, to the Trustee. Section 2. The President, Vice President, Executive Director, Treasurer, Secretary and other officials of the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the lease financing herein authorized. / / / / / / DocuSign Envelope ID: BC291CFF-965B-4FE3-8CC5-021CC48E7853 20181101 th 0140194 Section 3. The Corporation hereby approves the competitive sale of the Certificates in accordance with the Notice of Sale in substantially the form on file with the Corporation. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Palo Alto Public Improvement Corporation held on the 15th day of October, 2018, by the following vote: AYES, and in favor of: DUBOIS, FILSETH, HOLMAN, KOU, SCHARFF, TANAKA NOES: FINE, WOLBACH ABSENT: KNISS Secretary APPROVED AS TO FORM: Jones Hall, A Professional Law Corporation Bond Counsel DocuSign Envelope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