PFC 12-02 Refinancing the City's Debt, Certificates of Partipication RESOLUTION NO. 12-02
RESOLUTION APPROVING THE FORM AND AUTHORIZING THE
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN
CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES
OF PARTICIPATION RELATING THERETO TO REFINANCE THE
CITY OF CUPERTINO'S OUTSTANDING CERTIFICATES OF
PARTICIPATION (2002 REFINANCING AND CAPITAL
IMPROVEMENT PROJECT), AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the Board of Directors (the "Board") of the Cupertino Public Facilities
Corporation (the "Corporation"):
WHEREAS, the City of Cupertino, California (the "City"), working with the
Corporation, has heretofore caused the execution and delivery of the Certificates of Participation
(2002 Refinancing and Capital Improvement Project)(the "2002 Certificates"), representing
undivided fractional interests of the owners thereof in lease payments to be made by the City as
the rental for certain property pursuant to a lease agreement with the Corporation, to refinance
various public capital improvements throughout the geographic boundaries of the City;
WHEREAS, the 2002 Certificates are currently outstanding in the principal amount of
$44,010,000;
WHEREAS, the City, with the assistance of the Corporation, has determined at this time,
due to prevailing interest rates in the municipal bond market and for other reasons, to refinance
the 2002 Certificates and to implement a lease financing for such purposes;
WHEREAS, it is in the public interest and for the public benefit that the Corporation
authorize and direct execution of certain financing documents in connection therewith; and
WHEREAS, the documents below specified shall be filed with the Corporation and the
members of the Board, with the aid of its staff, shall review said documents;
NOW, THEREFORE, it is hereby DECLARED and ORDERED, as follows:
Section 1. Certificates of Participation (2012 Refinancing Project) (the "Certificates") are
hereby authorized to be executed and delivered pursuant to the provisions of the Trust
Agreement, as hereinafter defined.
Section 2. The below-enumerated documents, in the forms on file with the Acting
Secretary, be and are hereby approved, and the President, the Executive Director or the
Treasurer, or the designee thereof (each, a "Designated Officer"), is hereby authorized and
directed to execute said documents, with such changes, insertions and omissions as may be
approved by such officials, and the Acting Secretary is hereby authorized and directed to attest to
such official's signature:
03028.03
(a) a site and facility lease, by and between the City, as lessor, and the Corporation, as
lessee, pursuant to which the City will lease certain existing property (the "Property") to the
Corporation, for the purpose of leasing the Property back to the City pursuant to the Lease
Agreement;
(b) a lease agreement relating to the Property, between the Corporation, as lessor, and the
City, as lessee (the "Lease Agreement");
(c) an assignment agreement, by and between the Corporation and The Bank of New
York Mellon Trust Company, N.A., as trustee (the "Trustee"), pursuant to which the Corporation
will assign certain of its rights under the Lease Agreement, including its right to receive lease
payments thereunder, to the Trustee;
(d) a trust agreement, by and among the Corporation, the City and the Trustee, relating to
the execution and delivery of the Certificates (the "Trust Agreement"); and
(e) a termination agreement, by and among the City, the Corporation and The Bank of
New York Mellon Trust Company, N.A., as successor trustee for the 2002 Certificates (the
"2002 Trustee"), whereby the City, the Corporation and the 2002 Trustee agree to terminate the
documents relating to the 2002 Certificates.
Section 3. The President, the Executive Director, the Treasurer, the Acting 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.
Section 4. This Resolution shall take effect upon its adoption by the Board.
ADOPTED April 17, 2012, by the Board of Directors of the Cupertino Public Facilities
Corporation by the following vote, to wit:
Vote Members
AYES: Santoro, Mahoney, Chang, Sinks
NOES: None
ABSENT: Wong
ABSTAIN: None
ATTEST: APPROVED:
—mil u ./ ate_
Grace Schmidt, Acting Secretary Mark Santoro, President
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