The URL can be used to link to this page

Home My WebLink AboutRESO 10030 010-9323-2275/3/AMERICAS Resolution No. 10030 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 $50,000,000 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 $50,000,000 (the “Authority Loan”) in one or more series and make one or more loan s to the Borrower pursuant to a plan of financing (the “Borrower Loan”) to, among other things: (i) refinance the outstanding debt obligations of the Borrower, being the Authority’s 2021A Tax Exempt Loan (Silicon Valley International School) (as executed in one or more series, the “Prior Loan”), which Prior Loan, among other things, the proceeds of which were used to refinance the Authority’s 2017 Tax Exempt Loan (International School of the Peninsula), the proceeds of which were used to 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 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 (the “Cohn School Project”), (ii) finance and refinance certain costs of acquiring, constructing, improving, renovating, remodeling, furnishing and equipping educational facilities to be owned, occupied and operated by the Borrower and located at 1066 East Meadow Circle, Palo Alto, California 94303 in the City, all in connection with the provision of educational and other services in the City (the “East Meadow Circle Project”), (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 “Borrower Project”); and B. The facilities comprising the Borrower Project are, or will be when acquired by the Borrower, 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 Borrower Project and the related plan of financing with the Borrower, including the Borrower Loan relating to the Borrower Project, must be approved by the City DocuSign Envelope ID: AFF74F95-18CA-4994-BE70-8EBF0629DAB8 010-9323-2275/3/AMERICAS because the facilities comprising the Borrower 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 Authority Loan by the Authority relating to the Borrower 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 Borrower Project and the related overall plan of financing for the Borrower 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 aggregate principal amount of the Authority Loan to be issued for the Cohn School Project will not exceed $5,400,000 the aggregate principal amount of the Authority Loan to be issued for the East Meadow Circle Project will not exceed $44,600,000, and the aggregate principal amount of the Authority Loan to be issued for the Borrower Project will not exceed $50,000,000; and G. On April 1, 2022, 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 Borrower Project would be held by the City Council on April 11, 2022; and H. Pursuant to Section 147(f) of the Code, the City has, following notice duly given, held a public hearing on April 11, 2022 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 Borrower 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 Borrower Project and the related plan of financing with the Borrower with respect to the Borrower Loan relating to the Borrower Project. It is the purpose and intent of the City Council that this resolution constitutes approval of the execution of the Authority Loan by the Authority relating to the Borrower Project and the related plan of financing with the Borrower, including the Borrower Loan relating to the Borrower 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 Borrower Project is located, in accordance with said Section 147(f); and (b) Section 4 of the Agreement. DocuSign Envelope ID: AFF74F95-18CA-4994-BE70-8EBF0629DAB8 010-9323-2275/3/AMERICAS Section 3. The approval by the City of the execution of the Authority Loan by the Authority relating to the Borrower Project is neither an approval of the underlying credit issues of the proposed Borrower 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, 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 . 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 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 Borrower 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: April 11, 2022 AYES: BURT, CORMACK, DUBOIS, FILSETH, KOU, STONE, TANAKA NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: City Attorney City Manager DocuSign Envelope ID: AFF74F95-18CA-4994-BE70-8EBF0629DAB8 Certificate Of Completion Envelope Id: AFF74F9518CA4994BE708EBF0629DAB8 Status: Completed Subject: Please DocuSign: RESO 10030 - Silicon Valley International School TEFRA.docx Source Envelope: Document Pages: 3 Signatures: 4 Envelope Originator: Certificate Pages: 2 Initials: 0 Mahealani Ah Yun AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Mahealani.AhYun@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 4/12/2022 12:55:28 PM Holder: Mahealani Ah Yun Mahealani.AhYun@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Molly Stump molly.stump@cityofpaloalto.org City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to molly.stump@cityofpaloalto.org Using IP Address: 199.33.32.254 Sent: 4/12/2022 12:56:29 PM Viewed: 4/12/2022 2:29:14 PM Signed: 4/12/2022 2:29:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada ed.shikada@cityofpaloalto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to ed.shikada@cityofpaloalto.org Using IP Address: 199.33.32.254 Sent: 4/12/2022 2:29:25 PM Viewed: 4/13/2022 12:06:40 PM Signed: 4/13/2022 12:06:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Patrick Burt pat@patburt.org Mr Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to pat@patburt.org Using IP Address: 98.35.231.69 Sent: 4/13/2022 12:06:47 PM Viewed: 4/13/2022 12:08:19 PM Signed: 4/13/2022 12:08:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Lesley Milton Lesley.Milton@CityofPaloAlto.org City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to Lesley.Milton@CityofPaloAlto.org Using IP Address: 199.33.32.254 Sent: 4/13/2022 12:08:33 PM Viewed: 4/13/2022 2:05:34 PM Signed: 4/13/2022 2:05:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/12/2022 12:56:29 PM Certified Delivered Security Checked 4/13/2022 2:05:34 PM Signing Complete Security Checked 4/13/2022 2:05:42 PM Completed Security Checked 4/13/2022 2:05:42 PM Payment Events Status Timestamps