HomeMy WebLinkAboutRESO 9754180403 th 0140189
PALO ALTO PUBLIC IMPROVEMENT CORPORATION
Resolution No. 9754
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"):
R E C I T A L S
WHEREAS, the Corporation has heretofore leased the Palo Alto Civic Center to 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"), pursuant to that certain lease
agreement, dated as of January 1, 2002, by and between the Corporation, as lessor, and the
rtain lease agreement,
dated as of March 1, 1992, by and between the Corporation, as lessor, and the City, as lessee
Parking Structure Improvements, as defined in the 2002 Lease;
WHEREAS, in order to provide funding for the foregoing objectives, the City
contemporaneously caused execution and delivery of (1) City of Palo Alto Certificates of
Participation (Civic Center Refinancing and Downtown Parking Improvements Project), Series
2002A (Tax
of Palo Alto Certificates of Participation (Civic Center Refinancing and Downtown Parking
Improvements Project), Series 2002B (Taxable) in the original amount of $3,555,000 (the
among U.S. Bank National Association, as trustee (the
WHEREAS, in order to take advantage of prevailing market conditions and realize
savings for the benefit of the City, the City desires to refinance its lease payment obligation
under the 2002 Lease and to cause the prepayment of the outstanding 2002B Certificates (the
2002A Certificates are no longer outstanding);
WHEREAS, the City further desires to finance the costs of making certain improvements
to th
(SGY7MKR)RZIPSTI-( ( )& (*)*&%
180403 th 0140189
WHEREAS, in order to refinance the 2002 Lease and the 2002B Certificates, and to
finance the Golf Course Improvements, the City has determined to provide for the execution
and delivery of City of Palo Alto 2018 Certificates of Participation (Golf Course Improvement
WHEREAS, the City has additionally authorized the City Manager or a designee
appointed by the City Manager
designation to the name of the Certificates;
WHEREAS, the City has further agreed to lease certain real property, as more
particularly described in Exhib
Leased Property back to the City under a Lease Agreement, by and between the City, as lessee,
City of semiannual lease payments;
WHEREAS, the Corporation further proposes to assign its right to receive such lease
and in consideration of such assignment the Trustee has agreed to execute and deliver the
Certificates, each evidencing a direct, undivided fractional interest in such lease payments, in
accordance with a Trust Agreement to be executed by and among the Trustee, the City and the
Corporati
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, the Council of the City of Palo Alto RESOLVES 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;
(SGY7MKR)RZIPSTI-( ( )& (*)*&%
180403 th 0140189
(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 lease payments to be made by the City under the
Lease Agreement;
(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 lease payments thereunder, to the Trustee; and
(e) A Termination Agreement, relating to the termination of the 2002 Lease, between
the Corporation and the City and acknowledged by the 2002 Trustee; and
(f) A Purchase Agreement among the City, the Corporation and Raymond James &
Associates, Inc., as underwriter of the Certificates, specifying the terms and conditions
upon which the Certificates are to be sold to the Underwriter.
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.
I hereby certify that the foregoing resolution was duly adopted at a meeting of the Palo
Alto Public Improvement Corporation held on the 16th day of April, 2018, by the following vote:
AYES, and in favor of: DUBOIS, FINE, HOLMAN, KNISS, KOU, SCHARFF, TANAKA, WOLBACH
NOES:
ABSENT: FILSETH
Secretary
APPROVED AS TO FORM:
Jones Hall, A Professional Law Corporation
Bond Counsel
(SGY7MKR)RZIPSTI-( ( )& (*)*&%
'IVXMJMGEXI3J'SQTPIXMSR
)RZIPSTI-H ( )& (*)*&% 7XEXYW 'SQTPIXIH
7YFNIGX 4PIEWI(SGY7MKR 6)73 +SPJ'SYVWI*MRERGMRK4-'HSG6)73 %XXEGLQIRXW&XS'THJ
7SYVGI)RZIPSTI
(SGYQIRX4EKIW 7MKREXYVIW )RZIPSTI3VMKMREXSV
'IVXMJMGEXI4EKIW -RMXMEPW /MQ0YRX
%YXS2EZ )REFPIH
)RZIPSTI-H7XEQTMRK )REFPIH
8MQI>SRI 98'
4EGMJMG8MQI 97
'EREHE
,EQMPXSR%ZI
4EPS%PXS'%
OMQFIVP]PYRX$GMX]SJTEPSEPXSSVK
-4%HHVIWW
6IGSVH8VEGOMRK
7XEXYW 3VMKMREP
41
,SPHIV /MQ0YRX
OMQFIVP]PYRX$GMX]SJTEPSEPXSSVK
0SGEXMSR (SGY7MKR
7MKRIV)ZIRXW 7MKREXYVI 8MQIWXEQT
&IXL1MRSV
&IXL1MRSV$'MX]SJ4EPS%PXSSVK
'MX]'PIVO
'MX]SJ4EPS%PXS
7IGYVMX]0IZIP )QEMP%GGSYRX%YXLIRXMGEXMSR
2SRI
9WMRK-4%HHVIWW
7IRX 41
:MI[IH 41
7MKRIH 41
)PIGXVSRMG6IGSVHERH7MKREXYVI(MWGPSWYVI
2SX3JJIVIHZME(SGY7MKR
'LVMWXSTLIV0]RGL
GP]RGL$NSRIWLEPPGSQ
7IGYVMX]0IZIP )QEMP%GGSYRX%YXLIRXMGEXMSR
2SRI
9WMRK-4%HHVIWW
7IRX 41
:MI[IH 41
7MKRIH 41
)PIGXVSRMG6IGSVHERH7MKREXYVI(MWGPSWYVI
2SX3JJIVIHZME(SGY7MKR
-R4IVWSR7MKRIV)ZIRXW 7MKREXYVI 8MQIWXEQT
)HMXSV(IPMZIV])ZIRXW 7XEXYW 8MQIWXEQT
%KIRX(IPMZIV])ZIRXW 7XEXYW 8MQIWXEQT
-RXIVQIHMEV](IPMZIV])ZIRXW 7XEXYW 8MQIWXEQT
'IVXMJMIH(IPMZIV])ZIRXW 7XEXYW 8MQIWXEQT
'EVFSR'ST])ZIRXW 7XEXYW 8MQIWXEQT
2SXEV])ZIRXW 7MKREXYVI 8MQIWXEQT
)RZIPSTI7YQQEV])ZIRXW 7XEXYW 8MQIWXEQTW
)RZIPSTI7IRX ,EWLIH)RGV]TXIH 41
'IVXMJMIH(IPMZIVIH 7IGYVMX]'LIGOIH 41
7MKRMRK'SQTPIXI 7IGYVMX]'LIGOIH 41
'SQTPIXIH 7IGYVMX]'LIGOIH 41
4E]QIRX)ZIRXW 7XEXYW 8MQIWXEQTW