PFC 02-001 Lease Financing DocumentsCUPERTINO PUBLIC FACILITIES CORPORATION
RESOLUTION NO. 02 -001
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
PREPARATION AND EXECUTION OF CERTAIN LEASE
FINANCING DOCUMENTS 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 "), as follows:
WHEREAS, the City of Cupertino (the "City ") has heretofore entered into a lease
agreement, dated as of December 1, 1992 (the "1992A Lease "), with the Corporation to
refinance the acquisition, construction, installation and equipping of capital facilities
within the geographic boundaries of the City originally financed in 1986 (the "1992A
Project "), relating to $10,785,000 Certificates of Participation (1992 Refunding, Series
A) (the "1992A Certificates ");
WHEREAS, the City has also heretofore entered into a lease agreement, dated as
of December 1, 1992 (the "1992B Lease "), with the Corporation to refinance the
acquisition, construction, installation and equipping of capital facilities within the
geographic boundaries of the City originally financed in 1989 and 1990 (collectively, the
"1992B Project "), relating to $14,585,000 Certificates of Participation (1992 Refunding,
Series B) (the "1992B Certificates ");
WHEREAS, the City has also heretofore entered into a lease agreement, dated as
of April 1, 1993 (the "1993 Lease" and, with the 1992A Lease and the 1992B Lease, the
"Prior Leases "), with the Corporation to refinance the acquisition, construction,
installation and equipping of capital facilities within the geographic boundaries of the
City originally financed in 1991 (the "1993 Project" and, with the 1992A Project and the
1992B Project, the "Prior Projects "), relating to $36,600,000 Certificates of Participation
(1993 Refunding, Series A) (the "1993 Certificates" and, with the 1992A Certificates and
the 1992B certificates, the "Prior Certificates ");
WHEREAS, the City, working together with the Corporation, proposes to enter
into a lease financing and in connection therewith to (a) undertake the refinancing of the
Prior Projects, refinance the City's obligations under the Prior Leases, and provide for the
refunding and defeasance of the Prior Certificates, and (b) finance a portion of the
acquisition, construction, installation and equipping of new City public library;
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;
Resolution No. 02 -001 Cupertino Public Page 2
Facilities Corporation
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The below- enumerated documents, substantially in the forms on file with the
Secretary, be and are hereby approved, and the President, the Executive Director or the
Treasurer, or any designee thereof, is hereby authorized and directed to execute said
documents, with such changes, insertions and omissions as may be approved by such
official, and the Secretary is hereby authorized and directed to attest to such official's
signature:
(a) a termination agreement, by and among the Corporation, the City and
BNY Western Trust Company, as successor to First Interstate Bank of
California, as trustee for the 1992A Certificates, providing for the
termination of the legal documents relating to the 1992A Certificates;
(b) a termination agreement, by and among the Corporation, the City and
BNY Western Trust Company, as successor to First Interstate Bank of
California, as trustee for the 1992B Certificates, providing for the
termination of the legal documents relating to the 1992B Certificates;
(c) a termination agreement, by and among the Corporation, the City and
BNY Western Trust Company, as successor to First Interstate Bank of
California, as trustee for the 1993 Certificates, providing for the
termination of the legal documents relating to the 1993 Certificates;
(d) a site and facility lease, between the City, as lessor, and the Corporation,
as lessee;
(e) a lease agreement, by and between the Corporation, as lessor, and the City,
as lessee (the "Lease Agreement ");
(f) an assignment agreement, by and between the Corporation and BNY
Western Trust Company, 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;
and
(g) a trust agreement, by and among the Corporation the City and the Trustee,
relating to the financing, and the execution and delivery of the
Certificates.
Section 2. The President, the Executive Director, the Treasurer, the 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 3. This Resolution shall take effect upon its adoption by the Board.
Resolution No. 02 -001 Cupertino Public
Facilities Corporation
Page 3
I, the undersigned Secretary of the Cupertino Public Facilities Corporation, hereby certify
that the foregoing is a full, true and correct copy of a resolution duly adopted by the
Board of Directors of the Corporation at a meeting thereof on the 16th day of September,
2002, by the following vote of the members thereof:
AYES: Lowenthal, Chang, James, Kwok, Sandoval
NOES: None
ABSTAIN: None
ABSENT: None
Kimberly Smit - Secretary
Richard Lowenthal, Presiden