HomeMy WebLinkAboutRESO 9986Resolution No. 9986
Resolution of the City Council of the City Of Palo Alto, California, Approving the
Execution of a Tax-Exempt Loan or Loans by the California Municipal Finance
Authority for the Benefit of Silicon Valley International School, in an Aggregate
Principal Amount Not- To- Exceed $25,000,000 in one or More Series for the
Purpose of Financing and Refinancing the Acquisition, Construction,
Improvement, Equipping and Maintenance of Certain Educational, Support and
Administrative Facilities Owned and Operated Within the City by Silicon Valley
International School
R E C I T A L S
A. Silicon Valley International School (formerly known as International School of the
Peninsula), a California nonprofit public benefit corporation (the “Borrower”) and an organization
described in, and exempt from tax under, Section 501(c)(3) of the Internal Revenue Code of 1986,
as amended (the “Code”), has requested that the California Municipal Finance Authority (the
“Authority”) obtain a tax-exempt loan or loans in an aggregate principal amount not to exceed
$25,000,000 (the “Authority Loan”) in one or more series and make one or more loans to the
Borrower pursuant to a plan of financing (the “Borrower Loan”) to, among other things: (i)
refinance all or a portion of certain outstanding debt obligations of the Borrower, being that
certain California Municipal Finance Authority 2017 Tax Exempt Loan (International School of the
Peninsula) (the “Prior Loan”), which Prior Loan, among other things, refinanced certain costs of
acquiring, improving, renovating, remodeling, furnishing and equipping various portions of the
educational facilities of the Borrower located at 151 Laura Lane within the City of Palo Alto,
California (the “City”), zip code 94303, which facilities are owned and operated by the Borrower,
in connection with the provision of educational and other services in the City, (ii) finance and
refinance certain costs of acquiring, improving, renovating, remodeling, furnishing and equipping
various portions of the educational facilities of the Borrower located at 151 Laura Lane in the
City, (iii) pay capitalized interest on the Borrower Loan, and (iv) pay certain expenses incurred in
connection with the issuance of the Borrower Loan (items (i) through (iv), collectively, the “Palo
Alto Project”); and
B. The facilities comprising the Palo Alto Project are owned and operated by the
Borrower and are located within the territorial limits of the City, a member of the Authority; and
C. Pursuant to Section 147(f) of the Code, the execution of the Authority Loan by the
Authority relating to the Palo Alto Project and the related plan of financing with the Borrower,
including the Borrower Loan relating to the Palo Alto Project, must be approved by the City
because the facilities comprising the Palo Alto Project are located within the territorial limits of
the City; and
D. The City Council of the City (the “City Council”) is the elected legislative body of
the City and is an “applicable elected representative” required to approve the execution of the
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Authority Loan by the Authority relating to the Palo Alto Project under Section 147(f) of the Code;
and
E. The Authority has requested that the City Council approve the execution of the
Authority Loan by the Authority relating to the Palo Alto Project and the related plan of financing
for the Palo Alto Project with the Borrower, including the Borrower Loan, in order to satisfy the
public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of
the Joint Exercise of Powers Agreement Relating to the Authority, dated as of January 1, 2004 (as
amended, the “Agreement”), among certain program participants, including the City; and
F. The Authority has advised the City that a portion of the proceeds of the Authority
Loan will be loaned to the Borrower as a portion of the Borrower Loan and as a part of the
Borrower’s overall plan of financing to: finance and refinance the construction, improvement,
renovation, equipping and furnishing of educational facilities leased, occupied and operated by
the Corporation and located at 475 Pope Street, Menlo Park, California 94025, including related
administrative facilities, site improvements, and parking, in connection with the provision of
educational and other services in the City of Menlo Park, California; fund a certain amount of
capitalized interest on the Borrower Loan and pay certain financing costs (collectively, the
“Menlo Park Project,” and, together with the Palo Alto Project, the “Borrower Project”); and
G. The Authority has not requested that the City Council take any action, and the City
Council shall not take any action, with respect to the Menlo Park Project or the portion of the
Authority Loan issued to finance costs of the Menlo Park Project; and
H. The total principal amount of the Authority Loan to be issued for the Palo Alto
Project will not exceed $10,000,000, and the total, aggregate principal amount of the Authority
Loan to be issued for the Borrower Project will not exceed $25,000,000; and
I. On September 3, 2021, the Authority’s bond counsel caused a notice to appear in
The Daily Post, which is a newspaper of general circulation in the City, stating that a public hearing
with respect to the execution of the Authority Loan by the Authority and the Palo Alto Project
would be held by the City Council on September 13, 2021; and
J. Pursuant to Section 147(f) of the Code, the City has, following notice duly given,
held a public hearing on September 13, 2021 regarding the execution of the Authority Loan by
the Authority, and an opportunity was provided for persons to comment on the matter of the
Authority Loan and of the Palo Alto Project; and
The Council of the City of Palo Alto RESOLVES as follows:
Section 1. The foregoing recitals are true and correct.
Section 2. The City Council hereby approves the execution of the Authority Loan by the
Authority relating to the Palo Alto Project and the related plan of financing with the Borrower
with respect to the Borrower Loan relating to the Palo Alto Project. It is the purpose and intent
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of the City Council that this resolution constitutes approval of the execution of the Authority Loan
by the Authority relating to the Palo Alto Project and the related plan of financing with the
Borrower, including the Borrower Loan relating to the Palo Alto Project, for the purposes of:
(a) Section 147(f) of the Code, by the applicable elected representative of the governmental unit
having jurisdiction over the area in which the Palo Alto Project is located, in accordance with said
Section 147(f); and (b) Section 4 of the Agreement.
Section 3. The approval by the City of the execution of the Authority Loan by the Authority
relating to the Palo Alto Project is neither an approval of the underlying credit issues of the
proposed Palo Alto Project nor an approval of the financial structure of the Authority Loan.
Neither the City nor any department, official or officer thereof shall have any responsibility or
liability whatsoever with respect to the Authority Loan, the Borrower Loan, the Palo Alto Project
or the Borrower Project.
Section 4. The execution of the Authority Loan shall be subject to approval of the
Authority of all financing documents relating thereto to which the Authority is a party. Neither
the Authority Loan nor the Borrower Loan shall constitute a debt or obligation of the City, and
the City shall have no responsibility or liability whatsoever with respect to repayment or
administration of the Authority Loan or the Borrower Loan.
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Section 5. The adoption of this resolution shall not obligate the City or any department
thereof to (i) provide any financing with respect to the Palo Alto Project or the Borrower Project;
(ii) approve any application or request for or take any other action in connection with any
planning approval, permit or other action necessary with respect to the Palo Alto Project; (iii)
make any contribution or advance any funds whatsoever to the Authority or the Borrower; or (iv)
take any further action with respect to the Authority or the City’s membership therein.
INTRODUCED AND PASSED: September 13, 2021
AYES: BURT, CORMACK, DUBOIS, FILSETH, KOU, STONE, TANAKA
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
City Attorney City Manager
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Certificate Of Completion
Envelope Id: 16933C21CB4D4089B12F1B637CEDE411 Status: Completed
Subject: Please DocuSign: RESO 9986 TEFRA- Silicon Valley International School.docx
Source Envelope:
Document Pages: 4 Signatures: 4 Envelope Originator:
Certificate Pages: 2 Initials: 0 Danielle Kang
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250 Hamilton Ave
Palo Alto , CA 94301
Danielle.Kang@cityofpaloalto.org
IP Address: 199.33.32.254
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9/16/2021 2:48:34 PM
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Molly Stump
Molly.Stump@CityofPaloAlto.org
City Attorney
City of Palo Alto
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Ed Shikada
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Ed Shikada, City Manager
City of Palo Alto
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Tom DuBois
tomforcouncil@gmail.com
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Lesley Milton
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City Clerk
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