PFC 20-01 Authorizing Execution and Delivery of Documents Relating to Sale and Delivery of 2020A Certificates of of Participation in a Principal Amount not to Exceed $27,000,000 and Authorizing and Directing Certain Actions in Connection Therewith RESOLUTION NO. 20-01
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CUPERTINO PUBLIC
FACILITIES CORPORATION AUTHORIZING THE EXECUTION AND DELIVERY
OF DOCUMENTS RELATING TO THE SALE AND DELIVERY OF 2020A
CERTIFICATES OF PARTICIPATION IN A PRINCIPAL AMOUNT NOT TO
EXCEED $27,000,000 AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS
IN CONNECTION THEREWITH
WHEREAS, the Cupertino Public Facilities Corporation (the "Corporation') is a
nonprofit public benefit corporation organized and existing under the laws of the State
of California with the authority to assist in the financing and refinancing of the
construction, reconstruction, modernization and equipping of certain capital
improvements on behalf of the City of Cupertino (the "City"); and
WHEREAS, the Corporation previously assisted the City in the execution and
delivery of the City's $43,940,000 Certificates of Participation (2012 Refinancing Project)
(the "Refunded Certificates") in order to refinance certain public capital improvements;
and
WHEREAS, the City desires to refinance the Refunded Certificates in order to
achieve debt service savings through the execution and delivery of the City of Cupertino
2020A Certificates of Participation in the aggregate principal amount not to exceed
$27,000,000 (the "Certificates") pursuant to a Trust Agreement (the "Trust Agreement")
by and among the City, the Corporation, and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "Trustee"); and
WHEREAS, in order to facilitate the execution and delivery of the Certificates, the
City intends to lease to the Corporation the City's City Hall, Administrative Offices,
Cupertino Community Hall/Council Chambers, Senior Center, and Quinlan Community
Center properties, and the existing improvements thereon (collectively, the "Leased
Premises") pursuant to a Site Lease (as defined below) and to lease the Leased Premises
back from the Corporation pursuant to the Lease (as defined below); and
WHEREAS, the Certificates will evidence undivided and fractional interests in
certain lease payments by the City to the Corporation pursuant to the Site Lease and the
Lease; and
WHEREAS, to facilitate the execution and delivery of the Certificates, the
Corporation will assign the lease payments to Trustee pursuant to an Assignment
Agreement (the "Assignment Agreement"), by and between the Corporation and the
Resolution No. 20-01
Page 2
Trustee, and the Trustee at the request of the City will execute the Certificates pursuant
to the Trust Agreement; and
WHEREAS, the forms of the documents necessary to refinance the Refunded
Certificates and provide for the execution and delivery of the Certificates are on file with
the Secretary as described herein; and
WHEREAS, good faith estimates of certain information relating to the Certificates
are set forth in the staff report submitted to the Board of Directors herewith as required
by California Government Code Section 5852.1; such estimates were provided by Urban
Futures Inc., the City's Municipal Advisor; and
WHEREAS, the refinancing of the Refunded Certificates for debt service savings
will provide a public benefit to the City and its residents by reducing the cost of the public
capital improvements refinanced using the proceeds of the Refunded Certificates; and
WHEREAS, all acts, conditions and things required by the Constitution and laws
of the State to exist, to have happened and to have been performed precedent to and in
connection with the consummation of the financing authorized hereby do exist, have
happened and have been performed in regular and due time, form and manner as
required by law, and the Corporation is now duly authorized and empowered, pursuant
to each and every requirement of law, to consummate such financing for the purpose,in
the manner and upon the terms herein provided.
NOW,THEREFORE, BE IT RESOLVED by the Board of Directors of the Cupertino
Public Facilities Corporation as follows:
Section 1. Authorization of Certificates. This Board of Directors hereby
authorizes the preparation, sale and delivery of the Certificates, in one or more tax-
exempt or taxable series, in a combined aggregate principal amount not to exceed
$27,000,000 in accordance with the terms and provisions of the Trust Agreement and
within the parameters set forth in Sections 1 and 6 of the Resolution of the City Council
of the City approving the execution and delivery of the Certificates. The purposes for
which the proceeds of the sale of the Certificates shall be expended are: (i) to prepay the
Refunded Certificates; and (ii) to pay the costs of the sale and delivery of the Certificates.
Section 2. Certificate Documents. The forms of the Site Lease between the
Corporation and the City (the "Site Lease"), the Lease Agreement between the City and
the Corporation (the "Lease"), the Trust Agreement, and the Assignment Agreement
(collectively, the "Agreements") presented at this meeting and on file with the Secretary
are hereby approved. Each of the President, Vice President, Treasurer and Secretary of
the Corporation, and other officers of the Corporation designated in writing by the
Resolution No. 20-01
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President or Treasurer(collectively,the"Authorized Officers'),is hereby authorized and
directed,for and in the name and on behalf of the Corporation, to execute and deliver the
Agreements in substantially said form, with such additions thereto and changes therein
as the Authorized Officer or Officers executing same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof by one or
more of the Authorized Officers.
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Section 3. Preliminary Official Statement. The form of the Preliminary
Official Statement, presented at this meeting and on file with the Secretary, is hereby
approved. Each of Authorized Officers is hereby authorized and directed, for and in the
name and on behalf of the Corporation, to make such changes to the Preliminary Official
Statement as are necessary to make it final as of its date and are authorized and directed,
for and in the name and on behalf of the Corporation, to execute and deliver a certificate
deeming the Preliminary Official Statement final as of its date in accordance with j
Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Each of the
Authorized Officers is hereby authorized and directed,for and in the name and on behalf
of the Corporation, to execute, approve and deliver the final Official Statement in the
form of the Preliminary Official Statement with such changes, insertions and omissions
therein as the Authorized Officer or Officers executing the same may require or approve,
such approval to be conclusively evidenced by the execution and delivery thereof by one
or more of such Authorized Officers.
Section 4. Attestations. The Secretary and such person or persons as may have
been designated by the Secretary to act on her behalf, are hereby authorized and directed
to attest the signature of the Authorized Officers designated herein to execute any
documents described herein, and to affix and attest the seal of the Corporation, as may
be required or appropriate in connection with the execution and delivery of the Lease,
the Site Lease, the Trust Agreement, the Escrow Agreement and such other agreements
authorized by this resolution as the Secretary shall deem appropriate.
Section 5. Appointment of Trustee and Legal Counsel. The Bank of New York
Mellon Trust Company, N.A., is hereby appointed to serve as Trustee with respect to the
Certificates. The Cupertino City Attorney is hereby appointed to serve as general legal
counsel to the Corporation.
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Section 6. Other Actions. Each of the Authorized Officers is authorized and
directed, jointly and severally, to do any and all things and to execute and deliver any
and all documents and agreements which they may deem necessary or advisable in order
to consummate the sale, execution and delivery of the Certificates, the refinancing of the
Refunded Certificates, the execution of the Agreements, and otherwise to carry out, give
effect to and comply with the terms and intent of this Resolution, the Certificates, the
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Agreements, the Purchase Agreement, the Preliminary Official Statement, and the
Official Statement, including, but not limited to, the entering into of any agreements
terminating the leasehold interests in the Leased Premises relating to the Refunded
Certificates and or any subordination, non-disturbance and attornment agreements,with
sub-lessees of the Leased Premises, removing, adding or substituting any City properties
from or to the properties to be leased pursuant to the Site Lease and the Lease,
terminating the site lease and lease agreement executed in connection with the Refunded
Certificates, and taking such actions as may be needed to remove encumbrances to title
to the properties to be leased pursuant to the Site Lease and the Lease and to obtain title
insurance with respect to such properties. Such actions heretofore taken by such officers
are hereby ratified, confirmed, and approved.
Section 7. Effect. This Resolution shall take effect from and after its date of
adoption.
Section 8. Certification by Secretary. The Secretary shall certify to the passage
and adoption of this resolution and enter it into the book of original resolutions.
PASSED, APPROVED, and ADOPTED at a special meeting of the Board of Directors of
the Cupertino Public Facilities Corporation this 15th day of September 2020, by the
following vote:
Vote Members of the City Council
AYES: Scharf, Paul, Chao, Sinks, Willey
NOES: None
ABSENT: None
ABSTAIN: None
SIG(NI-Ej D—:
Z-(
Steven Scharf, Mayor Da
City of Cupertino
ATTEST:
Kirsten Squarcia, City Clerk Date