PFC 11-17-2025
Oral
Com
munications
Written
Comments
From: Santosh Rao
To: City Clerk; City Council; Tina Kapoor; Chad Mosley; Luke Connolly; Gian Martire; City Attorney"s Office Subject: Compliance and policy concerns with Mary Ave city handling of parcel.
Date: Monday, November 17, 2025 1:07:09 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Dear City Clerk,
Please include the below for 11/17/25 council meeting for items not on agenda. [Writing on behalf of myself only as a Cupertino taxpayer, voter, resident.] Dear Mayor Chao, Vice-Mayor Moore, Council Members, and ICM Kapoor, Please see my comments below. Residents will keep raising these issues until the City explains them clearly.
I appreciate your review of the ground lease risks. If that review changed the direction, the public must be told. Closed-session outcomes that shift policy need a public summary.
Lack of disclosure raises Brown Act concerns. Residents already see problems with the failure to vacate the public right-of-way and the lack of required findings and hearings on surplus or exempt surplus land.
These issues cannot be moved forward on the consent calendar. Major decisions require open explanation. Public trust depends on this.
We need clarity on who recommended the ground lease. We need to know when the decision was made. We need to know whether it came from prior or current leadership. We need to know which departments were involved. The public needs facts and corrective steps if errors occurred.
We also need to know who authorized turning a roadway into a parcel without noticing, hearings, right-of-way vacation, or surplus land findings. Please confirm how HCD was notified. Please confirm whether a NOA was issued. Please state when the public can see responses. These steps must follow the legal order.
Each lapse compounds the next. Accountability is required.
This is now a compliance issue, in addition to a policy issue.
Please address these lapses openly. Please correct past omissions. Please agendize each remaining step so the process is legal, transparent, and impartial.
Please also hold study sessions with commercial real estate operators in the skilled nursing asset class. This asset class has significant challenges. The City needs to understand the operating risks. The City needs to understand the financing risks. The City needs to know the track record of similar facilities and their long-term viability. Skilled nursing and specialized care are among the hardest asset classes to finance and operate successfully. https://www.sokolovelaw.com/blog/nursing-home-graveyard/ This parcel is currently a roadway. Before moving forward, the City has an obligation to study comparable assets. The City must understand what happens if an operator fails, if the asset enters bankruptcy, or if no operator is willing to take over. The City must consider what happens if a failed operator seeks to convert the facility to general housing. The City must consider what precedent this sets for nearby land on the same roadway. Residents are concerned about the risk of using a bike-lane project as a path to bypass surplus land rules and transfer public land under the label of 100% affordable housing, only to see it converted later.
These questions are serious. The City must study the asset class before taking further steps.
Please pause and fully review the long-term viability of this use.
Thank you.
Sincerely,
San
Rao (writing on behalf of myself only as a Cupertino taxpayer, voter, resident).
Begin forwarded message:
On Sunday, November 16, 2025, 11:02 PM, Santosh Rao <[email protected]> wrote:
Dear City Clerk,
Please include the below in written communications for the 11/18/25 city council meeting.
[Writing on behalf of myself as a Cupertino taxpayer, resident and voter] Dear Mayor Chao, Vice-Mayor Moore, Council Members, ICM Kapoor,
CAO,
I am following up on agenda item 16.
I wish to bring to your attention the below
CA Govt Code.
———————————-
CA Govt Code § 54221 (2024)
b)
(1)
“Surplus land” means land owned in fee simple by any local agency for which the
local agency’s governing body takes formal action in a
regular public meeting declaring that the land is surplus and is not necessary for the agency’s use. Land shall be declared either “surplus land” or “exempt surplus land,” as supported by written findings, before a local agency may take any action to dispose of it consistent with an agency’s policies or procedures. A local agency, on an annual basis, may declare multiple parcels as “surplus land” or “exempt surplus land.”
———————————-
Please provide the written findings and the public meeting date, agenda, minutes where the above
occurred. If the land was declared surplus or exempt surplus absent the above process
please assess if this is a violation of the above state law and potentially also a violation
of the Brown Act.
I urge council
to enforce CA govt code is followed
and and further take action to
ensure
CM, department directors and
staff
are being held accountable to
follow
state laws and
Brown Act and also publish clearly artifacts from the same as attachments should you choose to pursue agenda item 16 but still pull from consent calendar.
Further please do not spend city money on CAO billing hours on this matter if state laws have not been followed to vacate public right of way
land and deem
surplus or exempt surplus.
The public is a key stakeholder in decisions like these. Land cannot be vacated or
deemed surplus or exempt surplus without public noticed meetings and sufficient community input at council hearings.
Thanks,
San
Rao (Writing on behalf of myself only as a Cupertino taxpayer, voter, resident)
On Wednesday, November 12, 2025, 11:11 PM, Santosh Rao
<[email protected]> wrote:
Dear City Clerk,
Please include the below in written communications for the upcoming city council meeting for agenda item 16.
[Writing on behalf of myself only as a Cupertino resident] Subject:
Request to Pull Agenda Item 16 from Consent Calendar for 11/18/25 City Council Meeting
Hello Mayor Chao,
Council Members, ICM Kapoor, Attorney
Andrews,
I respectfully request that Agenda Item 16 be pulled from the consent calendar for the November 18, 2025 City Council meeting so that it can be discussed in open session.
There are significant unanswered questions about the parcel’s legal status. It appears that the public right of way associated with this property has not been formally vacated through the required public hearings or a resolution of intent. Without that process, it is unclear whether this parcel was legally created in accordance with state law and city procedures.
If the right of way has not been vacated, it raises serious implications for the validity of the parcel and any potential sale. The City should clarify whether clear title can be conveyed or if the property would remain encumbered as a result.
This issue warrants full Council discussion, not approval on consent.
The agenda materials should include all documents and actions related to the parcel’s formation, including any right of way vacations, planning or council actions, and staff determinations of General Plan conformance.
Given the potential procedural and legal implications, open discussion would demonstrate transparency, ensure compliance with state and city requirements, and maintain public trust.
Thank you for your attention to state and local law conformance and ensuring the city is completely transparent with Cupertino residents and voters.
Please ensure there are no short cuts to giving public land away to anyone. This is taxpayer land and taxpayers must be fully involved in the process including consideration of CA Article 34.
Thanks,
San
Rao (writing on behalf of myself only as a Cupertino resident) From: Santosh Rao
To: City Clerk; City Council; Tina Kapoor; Chad Mosley; Luke Connolly; Gian Martire; City Attorney"s Office Subject: Compliance and policy concerns with Mary Ave city handling of parcel.
Date: Monday, November 17, 2025 1:07:09 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Dear City Clerk,
Please include the below for 11/17/25 council meeting for items not on agenda. [Writing on behalf of myself only as a Cupertino taxpayer, voter, resident.] Dear Mayor Chao, Vice-Mayor Moore, Council Members, and ICM Kapoor, Please see my comments below. Residents will keep raising these issues until the City explains them clearly.
I appreciate your review of the ground lease risks. If that review changed the direction, the public must be told. Closed-session outcomes that shift policy need a public summary.
Lack of disclosure raises Brown Act concerns. Residents already see problems with the failure to vacate the public right-of-way and the lack of required findings and hearings on surplus or exempt surplus land.
These issues cannot be moved forward on the consent calendar. Major decisions require open explanation. Public trust depends on this.
We need clarity on who recommended the ground lease. We need to know when the decision was made. We need to know whether it came from prior or current leadership. We need to know which departments were involved. The public needs facts and corrective steps if errors occurred.
We also need to know who authorized turning a roadway into a parcel without noticing, hearings, right-of-way vacation, or surplus land findings. Please confirm how HCD was notified. Please confirm whether a NOA was issued. Please state when the public can see responses. These steps must follow the legal order.
Each lapse compounds the next. Accountability is required.
This is now a compliance issue, in addition to a policy issue.
Please address these lapses openly. Please correct past omissions. Please agendize each remaining step so the process is legal, transparent, and impartial.
Please also hold study sessions with commercial real estate operators in the skilled nursing asset class. This asset class has significant challenges. The City needs to understand the operating risks. The City needs to understand the financing risks. The City needs to know the track record of similar facilities and their long-term viability. Skilled nursing and specialized care are among the hardest asset classes to finance and operate successfully. https://www.sokolovelaw.com/blog/nursing-home-graveyard/ This parcel is currently a roadway. Before moving forward, the City has an obligation to study comparable assets. The City must understand what happens if an operator fails, if the asset enters bankruptcy, or if no operator is willing to take over. The City must consider what happens if a failed operator seeks to convert the facility to general housing. The City must consider what precedent this sets for nearby land on the same roadway. Residents are concerned about the risk of using a bike-lane project as a path to bypass surplus land rules and transfer public land under the label of 100% affordable housing, only to see it converted later.
These questions are serious. The City must study the asset class before taking further steps.
Please pause and fully review the long-term viability of this use.
Thank you.
Sincerely,
San
Rao (writing on behalf of myself only as a Cupertino taxpayer, voter, resident).
Begin forwarded message:
On Sunday, November 16, 2025, 11:02 PM, Santosh Rao <[email protected]> wrote:
Dear City Clerk,
Please include the below in written communications for the 11/18/25 city council meeting.
[Writing on behalf of myself as a Cupertino taxpayer, resident and voter] Dear Mayor Chao, Vice-Mayor Moore, Council Members, ICM Kapoor,
CAO,
I am following up on agenda item 16.
I wish to bring to your attention the below
CA Govt Code.
———————————-
CA Govt Code § 54221 (2024)
b)
(1)
“Surplus land” means land owned in fee simple by any local agency for which the
local agency’s governing body takes formal action in a
regular public meeting declaring that the land is surplus and is not necessary for the agency’s use. Land shall be declared either “surplus land” or “exempt surplus land,” as supported by written findings, before a local agency may take any action to dispose of it consistent with an agency’s policies or procedures. A local agency, on an annual basis, may declare multiple parcels as “surplus land” or “exempt surplus land.”
———————————-
Please provide the written findings and the public meeting date, agenda, minutes where the above
occurred. If the land was declared surplus or exempt surplus absent the above process
please assess if this is a violation of the above state law and potentially also a violation
of the Brown Act.
I urge council
to enforce CA govt code is followed
and and further take action to
ensure
CM, department directors and
staff
are being held accountable to
follow
state laws and
Brown Act and also publish clearly artifacts from the same as attachments should you choose to pursue agenda item 16 but still pull from consent calendar.
Further please do not spend city money on CAO billing hours on this matter if state laws have not been followed to vacate public right of way
land and deem
surplus or exempt surplus.
The public is a key stakeholder in decisions like these. Land cannot be vacated or
deemed surplus or exempt surplus without public noticed meetings and sufficient community input at council hearings.
Thanks,
San
Rao (Writing on behalf of myself only as a Cupertino taxpayer, voter, resident)
On Wednesday, November 12, 2025, 11:11 PM, Santosh Rao
<[email protected]> wrote:
Dear City Clerk,
Please include the below in written communications for the upcoming city council meeting for agenda item 16.
[Writing on behalf of myself only as a Cupertino resident] Subject:
Request to Pull Agenda Item 16 from Consent Calendar for 11/18/25 City Council Meeting
Hello Mayor Chao,
Council Members, ICM Kapoor, Attorney
Andrews,
I respectfully request that Agenda Item 16 be pulled from the consent calendar for the November 18, 2025 City Council meeting so that it can be discussed in open session.
There are significant unanswered questions about the parcel’s legal status. It appears that the public right of way associated with this property has not been formally vacated through the required public hearings or a resolution of intent. Without that process, it is unclear whether this parcel was legally created in accordance with state law and city procedures.
If the right of way has not been vacated, it raises serious implications for the validity of the parcel and any potential sale. The City should clarify whether clear title can be conveyed or if the property would remain encumbered as a result.
This issue warrants full Council discussion, not approval on consent.
The agenda materials should include all documents and actions related to the parcel’s formation, including any right of way vacations, planning or council actions, and staff determinations of General Plan conformance.
Given the potential procedural and legal implications, open discussion would demonstrate transparency, ensure compliance with state and city requirements, and maintain public trust.
Thank you for your attention to state and local law conformance and ensuring the city is completely transparent with Cupertino residents and voters.
Please ensure there are no short cuts to giving public land away to anyone. This is taxpayer land and taxpayers must be fully involved in the process including consideration of CA Article 34.
Thanks,
San
Rao (writing on behalf of myself only as a Cupertino resident) From: Kirsten Squarcia
To: City Clerk
Subject: FW: Written Communications for CPFC Meeting
Date: Monday, November 17, 2025 7:12:35 PM
Attachments: image.png
PFC 11-17-25 Searchable Packet (1).pdf
Cupertino Public Facilities Corp Bylaws.pdf
PFC Articles of Incorporation.pdf
Follow Up Memo CPFC[18].pdf
PFC 87-4.pdf
Public Facilities Corp Information Memo Final[27].pdf
Kirsten Squarcia
Interim Deputy City Manager/City Clerk
City Manager's Office
[email protected]
(408) 777-3225
From: Kitty Moore <[email protected]>
Sent: Monday, November 17, 2025 6:40 PM
To: Kirsten Squarcia <[email protected]>
Subject: Written Communications for CPFC Meeting
Dear Secretary of the CPFC,
Is this the annual meeting of the CPFC? If yes, then we are supposed to next elect the officers per the Bylaws?
The SOI documents at the SOS have officers listed and for positions which were not elected by the CPFC BOD.
In 2012 there was an election for the officers of the CPFC:
https://records.cupertino.org/WebLink/PDF10/5c573dbc-5345-49b5-9f3b- bf24ed42da91/337324
Excerpt from this Resolution: BE IT FURTHER RESOLVED, that the Mayor, Vice Mayor, and City Clerk are the President, Vice President, and Secretary, respectively, of the Corporation.
The December 6, 2023 Informational Memo has many attachments which would helpful to the Directors, may we have a copy of them for our records?
Thank you
Kitty Moore
Vice Mayor
City Council
[email protected]
(408) 777-1389
CITY OF CUPERTINO
CI
TY COUNCIL
AGENDA
10300 Torre Avenue, City Hall Conference Room C; and via Teleconference Monday, November 17, 2025
6:45 PM
Cupertino Public Facilities Corporation Meeting
IN-PERSON AND TELECONFERENCE / PUBLIC PARTICIPATION INFORMATION OP
TIONS TO OBSERVE:
Members of the public wishing to observe the meeting may do so in one of the following ways:
1) Attend in person at City Hall, 10300 Torre Avenue, Conference Room C. 2) Watch a live stream online at https://youtube.com/@cupertinocitycommission and www.Cupertino.org/webcast.
OPTIONS TO PARTICIPATE AND COMMENT:
Members of the public wishing to address the Public Facilities Corporation may do so in the following ways:
1) Appear in person at City Hall, 10300 Torre Avenue, Conference Room C.
A. During “Oral Communications”, the public may comment on matters not on the agenda, and for agendized matters, the public may comment during the public comment period for each agendized item.
B. Speakers are requested to complete a Speaker Card. While completion of Speaker Cards is voluntary and not required to attend the meeting or provide comments, it is helpful for the purposes of ensuring that all speakers are called upon.
C. Speakers must wait to be called and may begin speaking when recognized by the President.
D. Speakers are limited to three (3) minutes each. However, the President may reduce the speaking time depending on the number of people who wish to speak on an item. A speaker representing a group of 2 to 5 or more people who are present may have up to 2 minutes per group member, up to 10 minutes maximum.
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E. Please note that due to cyber security concerns, speakers are not allowed to connect any personal devices to any City equipment. However, speakers that wish to share a document (e.g. presentations, photographs or other documents) during oral comments may do so by:
a. E-mailing the document to [email protected] by 3:00 p.m. and staff will advance the slides/share the documents during your oral comment. 2) Written communications as follows:
A. E-mail comments to [email protected]
B. Regular mail or hand delivered addressed to the: Public Facilities Corporation, City Hall, 10300 Torre Avenue, Cupertino, CA 95014
C. Comments addressed to the Public Facilities Corporation received by 5:00 p.m. on the day of the meeting will be included in written communications published and distributed before the beginning of the meeting.
D. Comments addressed to the Public Facilities Corporation received after the 5:00 p.m. deadline, but through the end of the Commission meeting, will be posted to the City’s website by the end of the following business day.
3) Teleconference in one of the following ways:
A. Online via Zoom on an electronic device (Audio and Video): Speakers must register in advance by clicking on the link below to access the meeting:
https://cityofcupertino.zoom.us/webinar/register/WN_T3Sy7d7sRJihCDmlWIJ56Q a. Registrants will receive a confirmation email containing information about joining the webinar.
b. Speakers will be recognized by the name they use for registration. Once recognized, speakers must click ‘unmute’ when prompted to speak.
c. Please read the following instructions about technical compatibility carefully: One can directly download the teleconference (Zoom) software or connect to the meeting in their internet browser. If a browser is used, make sure the most current and up-to-date browser, such as the following, is used: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+.
Certain functionality may be disabled in older browsers, including Internet Explorer.
B. By Phone (Audio only): No registration is required in advance and speakers may join the meeting as follows:
a. Dial 669-900-6833 and enter WEBINAR ID: 890 6315 5100 b. To “raise hand” to speak: Dial *9; When asked to unmute: Dial *6 c. Speakers will be recognized to speak by the last four digits of their phone number.
C. Join from an H.323/SIP room system:
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City Council A genda November 17, 2025
H.323:
144.195.19.161 (US West)
206.247.11.121 (US East)
159.124.15.191 (Amsterdam Netherlands)
159.124.47.249 (Germany)
159.124.104.213 (Australia Sydney)
159.124.74.212 (Australia Melbourne)
159.124.168.213 (Canada Toronto)
159.124.196.25 (Canada Vancouver)
Meeting ID: 890 6315 5100
SIP: [email protected]
CALL TO ORDER
ROLL CALL
POSTPONEMENTS AND ORDERS OF THE DAY
ORAL COMMUNICATIONS
This portion of the meeting is reserved for persons wishing to address the Public Facilities Corporation o
n any matter within the jurisdiction of the Corporation and not on the agenda for discussion. The total time for Oral Communications will ordinarily be limited to one hour. Individual speakers are limited to three (3) minutes. As necessary, the President may further limit the time allowed to individual speakers, or reschedule remaining comments to the end of the meeting on a first come first heard basis, with priority given to students. In most cases, State law will prohibit the Corporation from discussing or making any decisions with respect to a matter not listed on the agenda. A corporation member may, however, briefly respond to statements made or questions posed by speakers. A corporation member may also ask a question for clarification, provide a reference for factual information, request staff to report back concerning a matter, or request that an item be added to a future Public Facilities Corporation agenda in response to public comment.
CONSENT CALENDAR
Items appearing on the Consent Calendar are considered routine City business and may be approved by o
ne motion. Typical items may include meeting minutes, awards of contracts, the ratification of accounts payable, and second readings of ordinances. Any member of the Public Facilities Corporation may request to have an item removed from the Consent Calendar. Members of the public may provide input on one or more consent calendar items when the President asks for public comments on the Consent Calendar.
1. Subject: Approval of the November 18, 2024 Cupertino Public Facilities Corporation meeting minutes
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City Council A genda November 17, 2025
Recommended Action: Approve the November 18, 2024 Cupertino Public Facilities Corporation meeting minutes
A - Draft Minutes
PUBLIC HEARINGS - None
AC
TION CALENDAR
2. Subject: Cupertino Public Facilities Corporation Management Report Recommended Action: Receive the Cupertino Public Facilities Corporation Management Report
A - Management Report
CORPORATION MEMBER REPORTS
FU
TURE AGENDA ITEMS
ADJOURNMENT
Lobbyist Registration and Reporting Requirements: Individuals who influence or attempt to influence l
egislative or administrative action may be required by the City of Cupertino’s lobbying ordinance (Cupertino Municipal Code Chapter 2.100) to register and report lobbying activity. Persons whose communications regarding any legislative or administrative are solely limited to appearing at or submitting testimony for any public meeting held by the City are not required to register as lobbyists.
For more information about the lobbying ordinance, please contact the City Clerk’s Office at 10300 Torre Avenue, Cupertino, CA 95014; telephone (408) 777-3223; email [email protected]; and website: www.cupertino.org/lobbyist.
In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend this meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, at least 48 hours in advance of the meeting to arrange for assistance. In addition, upon request in advance by a person with a disability, meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format.
Any writings or documents provided to a majority of the Public Facilities Corporation after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, Cupertino, California 95014, during normal business hours; and in Council packet archives linked from the agenda/minutes page on the City web site.
IMPORTANT NOTICE: Please be advised that pursuant to Cupertino Municipal Code section
2.08.100 written communications sent to the Public Facilities Corporation or staff concerning a matter on the agenda are included as supplemental material to the agendized item. These written
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City Council A genda November 17, 2025
communications are accessible to the public through the City website and kept in packet archives. Do n
ot include any personal or private information in written communications to the City that you do not wish to make public, as written communications are considered public records and will be made publicly available on the City website.
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CITY OF CUPERTINO
Agenda Item
25-14530 Agenda Date:
11/17/2025 Agenda #: 1.
Subject: Approval of the November 18, 2024 Cupertino Public Facilities Corporation meeting minutes Approve the November 18, 2024 Cupertino Public Facilities Corporation meeting minutes CITY OF CUPERTINO Printed on 11/14/2025Page 1 of 1
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UNOFFICIAL MINUTES
CUPERTINO PUBLIC FACILITIES CORPORATION
Monday, November 18, 2024
REGULAR MEETING OF THE CUPERTINO
PUBLIC FACILITIES CORPORATION
At 7:55 p.m. President Sheila Mohan called the Regular Cupertino Public Facilities Corporation meeting to order in City Hall Conference Room C , 10300 Torre Avenue . This meeting was recorded for public access.
ROLL CALL
Present: President Sheila Mohan, Vice President J.R. Fruen, and Corporation members Liang Chao, Kitty Moore, and Hung Wei (8:10 p.m., participated remotely). Absent: None
ORAL COMMUNICATIONS - None
CONSENT CALENDAR
MOTION: Fruen moved and Mohan seconded to approve the items on the Consent Calendar as presented. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, and Moore.
Noes: None. Abstain: None. Absent: Wei.
1. Subject: Approval of the October 6, 2020 Cupertino Public Facilities Corporation minutes
Recommended Action: Approve the October 6, 2020 Cupertino Public Facilities Corporation minutes
ACTION CALENDAR
2. Subject: Cupertino Public Facilities Corporation Management Report Recommended Action: Receive the Cupertino Public Facilities Corporation Management Report
Written communications for this item included emails to the Corporation.
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Public Facilities Corporation Minutes November 18, 2024
Treasurer Kristina Alfaro reviewed the management report.
Corporation members asked questions and made comments.
At 8:12 p.m., Corporation member Wei joined the meeting.
Chao and Moore requested an informational memo on the 2020 Certificates of Participation (COP) refinancing, focusing on the differences between the coupon rate and True Interest Cost (TIC) before and after refinancing, along with the resulting savings. Where p ossible, include visualizations such as charts or graphs to aid understanding.
President Mohan o pened the public comment period and, seeing no one, closed the public comment period.
MOTION: Fruen moved and Moore seconded to receive the Cupertino Public Facilities Corporation Management Report. The motion was approved by unanimous consent.
ADJOURNMENT
At 8:25 p.m., President Mohan adjourned the Regular Public Facilities Corporation Meeting.
Minutes prepared by:
Kirsten Squarcia, Secretary
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CITY OF CUPERTINO
Agenda Item
25-14531 Agenda Date:
11/17/2025 Agenda #: 2.
Subject: Cupertino Public Facilities Corporation Management Report Receive the Cupertino Public Facilities Corporation Management Report CITY OF CUPERTINO Printed on 11/14/2025Page 1 of 1
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ADMINISTRATIVE SERVICES DEPARTMENT
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3220
CUPERTINO.GOV
MANAGEMENT REPORT
November 17, 2025
To: Cupertino Public Facilities Corporation
From: Kristina Alfaro, Director of Administrative Services
Re: Annual Update
Background
The Cupertino Public Facilities Corporation (CPFC) was incorporated in 1986 as a vehicle to provide financing for public improvements. The CPFC’s bylaws and other key documents are available through the City’s online records archives.
New Corporation Activity
The Corporation has had no new financial activity during calendar year 2025. No new issuances or refinancing actions were initiated. The Corporation continues to exist solely to support the 2020 Certificates of Participation (COPs) for the City’s Civic Center improvements.
Staff continues to perform administrative functions, including preparation of IRS filings, board reports, and coordination with bond counsel.
IRS Tax-Exempt Status and Reporting
In 2023, the City identified that the Corporation had not filed IRS Form 990 for several years, which resulted in the revocation of its federal tax-exempt status. In 2024, the City engaged bond and tax counsel, Stradling Yocca Carlson & Rauth LLP, to assist with the reinstatement process.
As a result:
• The Corporation’s tax-exempt status was successfully reinstated in early 2024. • The 2023–24 IRS Form 990 was filed in November 2024.
• The 2024–25 IRS Form 990 filed by the due date of November 17, 2025.
Total costs paid to Stradling for reinstatement efforts were $10,518.50. While the Corporation’s tax-exempt status has been restored, the IRS did not grant a filing exemption. The City has contacted Stradling to explore whether the CPFC may qualify for a future exemption from filing requirements, consistent with other cities that have successfully pursued similar treatment for inactive conduit financing entities.
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2020 CERTIFICATES OF PARTICIPATION – FINANCING SUMMARY
In July 2020, the City issued Certificates of Participation (COPs) via the Corporation to refinance outstanding debt and achieve cost savings. Key details are as follows:
Despite a higher nominal coupon rate, the refinancing achieved a substantially lower true interest cost of 0.848% due to the lender-paid premium and application of the prior debt reserve. This refinancing decision was both strategic and financially advantageous, resulting in significant savings to the City and long-term flexibility
Board Appointments
Article III, Section 2 of the Corporation’s bylaws designates that the City’s Director of Finance (Director of Administrative Services) shall serve as the Treasurer of the Corporation. No appointments are required at this time.
Next Steps
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Staff will continue to work with the City’s legal and tax-exempt bond counsel, Stradling Yocca Carlson & Rauth LLP, to explore options related to filing exemptions and the Corporation’s ongoing compliance requirements. Any material updates or developments will be presented to the Board at a future meeting or through a written update, as appropriate.
Sustainability Impact
No sustainability impact.
Fiscal Impact
Any additional expenditures needed to come into compliance will be assumed within existing budget appropriations.
California Environmental Quality Act
Not applicable.
_____________________________________
Prepared by: Jonathan Orozco, Finance Manager
Reviewed by: Kristina Alfaro, Director of Administrative Services Approved for Submission by: Tina Kapoor, Interim City Manager 12 11/14/25
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CUPERTINO PUBLIC FACILITIES CORPORATIOH
ARTICLE I
Offlces and Seal
Sectlon 1. Offlces. The prlnclpa1 offlce of the Corporatlon for the trBnsa busThall be Clty Hall, 10300 Torre Avenue, Cupertlno, Ca11fornla 95014. The Board of D1rectors may, hovever, fix and change from time to tlme the prlncipa1 offlce from one 1ocation to another by notlng the change of address in the mlnutes of the meeLlng of the Board of Dlrectors at vhlch the address vas fixed or changed. The fixlng or changlng of such address shall not be deemed an * yendment to these By1avs.
Sectlon 2. Seal. The Corporatlon shal1 have a seal, consisting of two ( 2trlrc1es h'! th the vords ' Cupertino Pub1ic Facllities Corporatlon,' vith the date of incorporatlon of this Corporation.
ARTICLE II
Directors
Sectlnh 1, Povers. Subject to the 1imitations of the Artic1es of Incorporation of this Corporation, thr terms of these By1a'- is, and the 1avs of the State of California, the povers of this Corporation shall be vested in and exercised by and its property controlled and its affairs conduc: ed by the Board of Directors.
Section 2. Number. The Ccrporation shall have five ( 5) Directors.
Directors are co11ectively to be xncivn as the Board of Directors. The number of Directors may !: ie changed by a By- lav or aniendment t! iereo5 du1y adopted 5} the Board of Direc! ors.
Section 3. Se1ection, Tenure of Office and Vacancies. The rhembers of the City Council of the City of Cupertino, California ( the " City") shall constitute the Board of Directors of the Corporation, and each member of the City Ccunc' i1 of the City shal1 be and remain a member of the Board of Directors af the Corporatlon for so long as such member remains a rneiber of the City Council of the City. The Hayor of the City sha11 sit as Chairman of the Board cf Directors.
Section 4. Compensation. Direciors sha11 serve vithout compensation but each Director may be reimbursed nis or her necessary and actual expenses, inc' ludfng travel incident to hfs services as Director, pursbant to fZ
resolutlon of the Board of Dlrectors.
decllne sald relmbursement.
Any Dlrector may e1ect@ hver, to
Sectlon 5. Orgamzatlori ? 4eetlnqs. Irmiedlately rolloylnq the annua? meeting of the Board of Dlrectors or any specla1 meetlng of the Board of Dfrectors at vhlch Dlrectors shal' l have been elected, the Dlrectors shall meet for the purpose of organlz' ing the Board, the e1ectlon of officers and the transactlori or su: h buslness as may come before the meetlng. Pendlng such orgarrlzatlon meetlng, all offlcers of the Corporatlon shall hold over, except any offjcer requlred by lav or these By1aws to be a Dlrector and vho does not qualjfy as a Director. A Director e1ected at such meetlng of the Board of Directors sha11 forthvlth become a merriber of the Board of Dlrectors for purposes of such organ1zatlon.
In the event such an organlzat1ona1 meetlng sha11 not be held itmiedlate1y fo11ovfng such meeting of the Board of Directors, lt shall thereafter be he1d at the next regu1ar meeting or at a speclal rneetlng and notice thereof sha11 be glven in the manner provlded ln Section 9 of thls Artic1e for notice of speclal meetings.
Sectlon 6. Reqular and Orqanlzatfonal Meetinqs. Regular meetlngs of the Board of Directors sha11 be held at such time as the Board may flx by resolution from time to time: provided, hovever, that at least one regular meeting shall be he1d each year and such meetings sha11, in al1 respects, conform to provisions of the Ralph M. Brovn Act, being Sections 54950 through 54961 of the Government Code of the State of Ca1ifornia ( the " Brown Act").
No notice of any organizational meeting of the Board of Directors, he1d irnmediate1y fo11oving the annua1 meeting of the Board of Directors or on or after any special meeting of the Board of Directors sha11 have been elected, need be given; provided, that if such an organizational meeting is not held immediately folloving such meeting of the Board of Direciors, then notice thereof shal1 be given in a manner provided in Section 9 of this Article, in the same manner as notice of specia1 meetings.
Section 7. Special Meetinqs. Special meetings of the Board of Directors shall be cal1ed, noticed and he1d in accordance with the provisions of Section 54956 of the Brown Act.
Section 8. . A quorum shall consist of a majority of the members of the Board of Directors unless a greater number is expressly required by statute, by the Artic1es of Incorporation of this Corporation, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting du1y held at which a quorum is present, shal1 be the act of the Board of Directors.
Section 9. Order of Busir; ess. The order oF business at the regular meeting of the Board of Directors and, so far as possib1e, at a1l other meetfngs of the BoarrJ of Directors, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:
a) Report on the number of Directors present in person in order to determine the existence of a quorum.
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b) Readlng of the notlce of the meetlng arid proof or the de1lvery or malllng ther' eof, or the valver or valvers of notlce of the meetlng then flled@ as the case may be.
c) Readlng of unapproved minutes of prevlous meetlngs of the Board of Dlrectors and the taklng or actlon vlth respect to approval thereof.
d) Presentation and conslderatlon of reports of officers and commltteeS.
e) E1ectlon of Directors.
f) Unfinished buslness.
g) Hem business.
h) Adjournment.
Section 10. Resiqnatiori and Removal of Directors. Any Dfrector of this (, orporation may resign at any ttme by giving vrftten notice to the President or to the Board of Directors; prov5r: Jed, hoyever, ln the event of such resignation, such Director' s position sria11 remaln vacant unti1 a nev City Counci1 member is elected to fi11 such Director' s position as Clty Council member, Such resignation shall take effect at the tiw: specified therein, and, un1ess otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed by the Board of Directors at any regu? ar meetfng or at any special meeting of the Board of Directors, the notice of whic!" i, among other things, indicates that the removal of one or more Directors identified therein sha11 be considered at such meeting by reason of such Directors' ( l) unexcused absence for four consecutive meetings of the Board of Directors, or ( 2) commission of any act vhich tends to discredit the Corporation.
Section 11. Non1iabi1iiy for Debts. The private prop= rty of the Directors sha11 be exempt from execution or other liabilfty for any de5ts, 1iabi1ities or ob1igations of the Corporation and no Dfrector shali ba 1iable or resp: insib' le for any debts, 1iabi1ities or obligations of the Corporation.
Section 12. Indemnity by Corporation for Litiqation Exr, enses of Offlcer, Direc". or or Emp1oyee. Should any Director, officer or employee of the Corporation be sued, either a1orie or vith others, because he is or vas a director, officer or eiployee of the Corporation, in any proceeding arts' ing out of his a11eged misfeasance or nonfeasance in the performance of his duties or out of any a11eged wrongfq? act against the Corporation or by the Corporation, indemnity rcr his reasonable eypenses, including attorneys' fees incurred in the defense of the proceedir) s, may be assessed against the Corporation, its receiver, or its director by the court in the same or a separat= proceeding if the person sued acted in gocd faith and ir, a ffianr! er such person reasonably be1ieved to be in the besi ihterests of the Corporation and, in the case of a crimina1 prsc= eding, had no reasonable cause to be11eve the conduct of such person yas unlawfvl The aiount M SuCh i ndemni t} Shal1 be SO mtJ Ch Of the expe ' l SeS, inC luding at tar neJ S ' feeS * 3-
fnCurred lri the defense Of the prOCetdlq, 8S the COurt deterf! in! S and FINDS to be reasonable.
AIIT! CLE m
Cfiflcers
Sectlon 1. Officers. The officers of the Corporatfon shall be a Presldent, a Vlce nt, a Secretary, a treasurer and such other @fflcers as the Board of Directors may appolnt. ! hen the dutles do rxt confHct, one person, other than th= Presldent, may hold more than one of these offices. The Corporatlon may also have, at the dlscretlon of the Board of Directors, one or more addltlona1 Vlce Presldents, one or more Asslstant Secretarles, and one or more Asslstant Treasurers, Sectlon 2. Electfon of Officers. The offfcers of the Corporatfon shall be chosen by and shal1 serve at the pleasure of ti;= Board of Dlrectors arid each sha11 hold offlce unti1 he sha1l resign or shal1 be removed or othervise dlsquallfied to serve or hls successor sha'! 1 be elected and quallfled to serve; except that the Treasurer of the Corporation sha11 be the Director of Finance of the City
Section 3. Subordinate Officers. The Baard of Directors may elect or authortze the appointment of such other officers than those hereinr. bove mentioned as the business of the Corpriration may require, each of vhcm sha11 ho1d office for such period, have such authority and perform such duties as are provided in these Bylavs, or as the Board of Dtrectorq from time to tfme may authorize or determine.
5B( tion 4, Removal of Officers. Any officer may be removed, elther with or hithout cause, by a majority cf the Directors then in office at any regu1ar or special meeting of the Board, or, exceot ln the case of ar; officer chosen by the Board of Directors, by any officers upon vhom sucS power of removal may be conferred by the Board of Directors. Shou1d a vacancy occur in any office as a result of daath, " esiqnation, removal, disqualification or any other cause, the Board of Directors may de1egate the powers and duties of such office to any officers or to any Directors cntil such time as a successor far said office has been = 1ected and appointed.
Section 5. President. The President shal1 preside at al1 aeetings of the Board of Directors and exercise and perform such oiher posers and duties as may be from time to time assigned to him by the Board of Directors or be prescribed by the Bylaws.
The Presideht sha11 also be the chief corp- irate officer of the Corporatiori and shall, subject to the control of the Board or Directors, have genera? supervision, direction and control of the business anJ officers of the Corporation. He shal1 preside at al1 meetings of the Board of Directors. He sha11 be ex officio rnem!: ier of all standing cormiit: ees, and Snal? havP the gereral povers and dutieS Of management usua11y VeSted in the office of President of a corporation and shall have such other pCiser> and duties as may be prescribed by the Board of Directors or by these By) avs. 4-
Section 6. Vice Prtslderil In the ab: erice or dlsablllty or th Prtildent, the Vfce President, or the V1ce Presldenti In order or theft ranks al f4xea by the toaro or 01rectors* or ir not ranked, the vic@ Preildent deslgnated by the BOard Or Dlrectori* shati perform a? 1 trie dutie! Of the President and Vheri SCI 8Ctlr< Shall haV! , , tse prrverS or aZ be ubjeCt tO a1' t Of the rettr" lCtlOns utxn the Preildent. The Vlce PRESIDENTS Hall tlaVe % uCh Other pO' aerS and perfofi' n PauCh Other dutleS AS e! 4y rrOffl tfffie to tlme be prescrlbed ror them, r= spectlvely, by the Board or Directors cr b} theSeBylavs-
Sectlon 7. . The Secretary shall keep or cause to be kept a book o at the prlnclpa1 offlce or at such other place as the 8aard of Dlrectors may order, or all meetlngs of the Directors, vlth the tm arid place of holdlngl vhether regolar or speclal, and 1 € ipecla1, hov authoSzedi the notlce thereof glven. the names of those present at Dlrectors' meetings and the proceedlr. gs thereol The Secretary : ha11 glve or cause : o be qlven notice of arl meetlngs of the Board of Dfrectors of the Corporatlon, shall keep the corporate records ln sure custody and shall have such other povers and perf' ors such other dutlcs as may be prescrlbed by the b.. iard of Dlrectors or these 6ylavs.
Section B. Treasurer. The Treasurer sM1l keep and malhtaln or cause ta be kept and mairotained adequate and correct amourits of its assets, lla5iHtles, recelpts, dfstiursements, gains and ' losses. The boks of accouht shal1 at al1 times be open to inspection by any Director. The Treasurer shal1 deposit all rnonies and ott, er veluables lri the nar: e am to the credit of the Corporation in such depositorles as may be designated by the Directors. He sha11 dlsburse the funds of the Ccirporatlon AS shall be ordered by the Board of Directors, shall render to the Presldent and the Directors vhenever they shaH request lt, an account of all of his transactions as Treasurer and of the financia' i condltton of the Corporatlon, sha1l take proper vouchers for al1 disburseri, nts of the funds of the Corporation, and shall have such other pover= and perform such other dutfes as may be prescribed tiy the Board of Direr. Lors or by these Bylass.
Section 9. Assistant Secretartes ant; Assistant Treasurers. The Assistarit Secretaries and the Assistant Treasurers in the craer of their seniority as specified by the Directors shal1, iri the abseqce or disability or the Secretary or the Treasurer, respectively, perforr: the da! ies arc exercise the povers of the Secretary or Treasurer ara' shaN perform such duties as the Board of Directors shal1 prescribe.
ARTICLE IV
Objects arid % rpases
5ecjion 1. Nature of Objects and Pur(.: ises- The 5u5in@55 of 1hi5 Corporation is to be operated and cortducteu in she prorr+ o: iori of its objects and purposes as set forth in Article II cf iis Artic? ps of Incorgoration.
Section 2. Dis olcttion. The Corporatiori rriay the dissolved :) ya vote sir the Directors, or by the action of : he Board of Directors in ac: ordarce vith the provisions of Califorr. i4 1av. r") On the disso1ution or nin0ir. g up of i-
thls Corporatlori@ and after payment or provlsion for payment, all debts arc llabmtleS, the assets Of thl$ Corporation Shall tie dl$ trltiuted tO the lty, If for any reason the Clty lx unablp or unvllllng to accept the assets or the Corporatlon, sald assets vll1 be dlstrlbuted to the Federal Goverrwnt: to a state or local government ror pub? lc purposes: or to a nonproflt fund, foundation, or corporatlon vhlch ls crganlzed and operated for charltable pqrposes and vhlch has estabHshed lts tax- exempt status under Sectlon 50.( c)( 3) or 501( c)( 4) of the fnterna1 tevenue Code of 1954* as amended.
taxation pursuant to Section 501( c)( 3) or 501( c)(',) of the Interna1 Revenue Code of 1954, as amended, and from State taxation, upon comp? lance vlth the provlslons of Callfornla 1av re1atlng to merger and conso11datlon
ARTICLE V
General Provlsions
Section 1. Payment of ? 4oney, Siqriatiires. A11 checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporatfon and any and all securitles ovned by or held by the Corporation requlring signature for transfer sha11 be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors.
Sec'. ion 2. Execution oF Contracts. The Board of Directors, except as in the Bylavs othervise provided, may authorize any officer or offfcers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on beha1f of the Corporatton and such authority may be genera7 or confined to spec5f5c instances and unless so authorized by the Board of Directors, no offfcer, agerit or emp1oyee sha11 have any pcver or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liati1e for any purpose or in any amount.
Section 3. Fiscal Year. The fiscal year of the Corporation shal1 commence on ' bf1e 1st day of Ju1y of each year and sha11 end on the 30th day of June of the next succeeding year.
Section 4. Annual Audit. The affairs and financial condition of the Corporation shal1 be audtted annually at the end of each fiscal year commencing hith fiscal year 1985- 1986 by an independent certified public accountant se1ecied by the Board of Directors and a vritten report of such audit and appropriate financial statements sha11 (: re submitted to the E' oard of Directors prior to the next regu1ar tneeting of '. he Board of Directors of the Corporation fol1owing the completion of svch audit. Additional audits anay be authorized as considered necessary or desirab1e by the Board cf Directors,
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ARTICLE Vr
Exempt Actlvltle$
Notvlthstanding any other provfflons of these 8y1avs, no CHrector, oFflcer, employee or represeritatlve or thls Corporatlon shal1 take ar. y actlon or carry on any actfvlty by or on behalf or the Corporatlon not permltted to be taken or carrled on by an organlzatlon exempt under Secllon 501( c)( 3) or 501( c)( 4) or the Internal Revenue Code or 1954@ as amermed, and the Regulatlons proailgated thereunder as they nov exlst or as they may hereafter be amended.
ARTICLE Vll
Amendment to Bylavs
These Bylavs
D' lrectors.
may be amended by rnajorlty vote of the Coard of
ADOPTED b} thP ; Qar' d Of Dlrectors Of ihe Cupertlno Pub1ic Facilltles Corporptlon on Jun'.= 2, 1986.
SecrpAry
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S[ CRETARY' S CERTIFICATE
I, the underslgned, do hereby certlfy:
1. That I an the duly elected and actlng Secretary of the Cupertlr+ o Publlc Facl11tles Corporatlon, a Callfornla nonproflt publlc beneflt corporatlon; and
2. T% at the foregoing By1avs constltute a full, true and corpect copy of the Bylavs of sald Corporatlon ln ful1 force and effect as of tri; date hereof.
of
IN fflfTNESS kHEREOF, I have hereunto subscr' lbed my native thls 1986.
day
I / l/ , y
Secre
8-
1532485
P! LffD
JUN O ':' tga: s
ARTICL[ S OF INCORPORATIaN
a' a " a fil d! b!; e
CUPERTINO PUBuC FACILITI[( CORPORATION
I.
The name of thls corporatfon ls the Cupertlno Publlc Facl11tles Corporation.
II.
A. This corporatlon ls a nonproflt publlc benefft corporatlon and ls not organlzed for the private galn of any person. It ls orgarvlz= d under the Nonprofit Publlc Benefit Corporat' ion Lay for charitab1e purposes.
B. lhe purposes for vhich this corporation is formed are:
1) The specific and primary purposes for vhtch this corporation is formed are:
a. To render financial asststan: e to the City of Cupertino, State of California ( the " City"), by financlng, refinancing, acquiring, constructlng, improving, leasing and sel1ing buildings, bui1ding improvements, equipment, e1ectrical, vater, sever, road and other pubjic improvements, larr' s, and any other real or personal property for the benefit of
residents of the City and surrounding areas.
b, To acquire by lease, purchase or otherwise, rea1 or persona1 property or any iriterest therein; to construct, reconstruct, modify, add to, improve or othervise acquire or equip
buildings, structures or improvements and ( by sale, lease, sublease, leaseback, gift or othervise) make any part or all of any such real or personal property available to or for the benefit of the residents of the C5'. y.
c, To promote the comn good and genera1 welfare of the
residents of the City, and the governmental enterprises in the City and surrounding areas by the acquisition of the real and personal property as hereinabove described.
d, To borrov the necessary funds to pay thp cost of financirig, refinancing, acquiring, constructing, replacing,
estab1ishing, improving, maintaining, equippirg and operating such properties and facilities for the herein described purposes, the indebtedness for hhich borrowed money may, but JT
need not, be evldenced by secur' ltles or thls corporatlori or any klnd or character ' Issued at any one or ryre tlms, vhlch may be elther unsecured or secured by any aortgage, trust deed, oledge, encumbrance or other llen upon any part or ail or the properlles and assets at any tlme then or thereaftera owned or acqulred by thls corporatlon.
e. To recelve 11mlted ora condltiona1 glfts or grants ln trust, j , or by vay of testamentary devlses, bequests or
grants ln trust, or othemse, funds of ail klnds lncludlng property, both rea1, personal and mixed, vhether prlnclpa: or lncome, tangjb1e ar Intangtb1e, present or future, vested or contlngent, ln order tc' carry on the purposes of thls
corporatlon.
2) The general purposes and povers are to have and exercfse a? l rlghts and powers riov or hereafter conferred on nonproflt corporatloqs under the 1avs of the State of Callrornja; provfded, hovevar, that this corporatlon shal1 not, except to an lnsubstantlal degree, engage in any actlvltles or exercise any powers that are not ln furtherance of the specific and primary pvrposes of thls corporation; provlded, further, that this corporation shall not have the poyer to, and shal1 not, do any act or conduct any activity, plan, scheme, design or course of conduct vhich in ar, y vay conflicts vith Sections 501( c)( 3) or 501( c)( 4) of the Interial Reve; iue Code of 1954, as amended, arid regu1ations promu1gated pursuant to such Sections as they nov exist or as they may hereafter be amended.
III.
The name and address in the State cif Ca1ifornia of this rorporatlon' s initla1 agent for service of process is:
Sr. Blaine Snyder
Director of Finance
City of Cupertfrio
1C1300 Torre Avenue
Cupertino, CA 95014
IV.
7tl@ County in the State of California vhere the principle offices for the transaction off the business of this ccrporation is Santa Clara County,
The property of this corporatioq is irrevocabiy dedicated to charitable purposes and no part of the net in: ome or assets of th'! s corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. 2-
V.
A. Thls corporatlon ls organized and operated by a group of publlc splrlted cftlzens exclusfve? y for chat- ftab? e purposes vltltfn the meaning or Sectlon 501( c)( 4) of the Internal Revenue Code or 1954@ as amended.
B. Notv' lthstandlng any other provlslon of these Artlcles, thls corporatlon shall not carry on any other actlvltles not pertltted to be carrled on by a corporatlon exempt form federal lncome tax under Sectlon 501( c)( 4) of the 7nternal Revenue Code of 1954, as amended, C. No su!; istantla1 part cf the activftles of thls corporatlon shall conslst of carrylng on propaganda, or othervise attemptlng to lnfluence legfs1at1on, and this corrioratlon shal! not partlclpate or intervene ln any po11tlca1 campaign ( inc1uding the pub11shlng or dlstrlbutlon of statements) on behalf of any candldate for po11tlcal offlce.
A. Diyring the continuance of
of its assets to the Unfted States
any po11tical subdivision thereof,
corporation vhich is organized and
social ve? fare purpose and vhich has
Section 501( c)( 3) or 5C) 1( c)( 4) of
amended.
VI.
this corporatlon, ft rnay dls'!. rlbute any
of Arnerfca, the State of Callfornla, or
to a nonprofit fund, foundation or
operated exc1usive1y for charltable or
established lts tax- exempt status under
the Interna1 Revenue Code or 1954, as
B. Upon the dissolution or vinding up of this corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of this corporation, shan be distributed to the United States of America, the State of California, or any political subdivision thereof, or to a nonprofit fund, fcundation or corporation vhich is organized and operated exc1usive1y for charitable or social ve1fare purposes and vhlch has estab1' ished its tax- exempt status under Sectiori 501( c)( 3) or 501( c)( 4) of the Interna1 Revenue Code of 1954, as amended. 3-
IN NITNESS WER[ OF, the umerslgned, belng the lncorporator of thts corporatlon, has executed these Artlcles of Incorporatlon, th' ls 30th day of f4ay, 19%.
erlan D. Quln Incorporator
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ACTIOH BY VRITTEH CONS[ HT OF INCORPORATOR
CUPERTINO PUBLIC FACILITIES CORPORATION
The underslgned, as sole lncorporator or thls publlc beneflt corporatlon, took the belov stated actlon on June 2, 1986, at 7: 00 p. m., at the offlces of the Clty of Cupertlno, Callfornla pursuant to Sectlon 5134 of the Callfornla Corporations Code ( or the purpose of electing lnltlal dlrectors and settfng the tlme and p1ace for the organ! zatlonal ryetlng.
It vas noted that th= Artlcles of rncorporatlon yre duly flled vlth the Secretary of State of Ca11fornla earller on June 2, 1986 and that corporatlori number vas asslgned to thls corporatfon,
RESOLVED, that the fol1ovlng persons be selected as the in! tla1 dlrectors of the corporation:
John H. Gatto
Philip N. Johnson
John J. Plungy, Jr.
Barbara A. Rogers
i. Reed Sparks
BE IT FURTHEP RESOLVED, that the organlzationa1 rneetlng of the corporation be helci on June 2, 1986, at 7: 00 p. gi., at the offices of the City of Cupertino, Californla, and that the notlce of such meeting sent to the in4tlal directors and other interested persons by Mr. Blaine Snyder, 1s hereby approved and ratified.
A11 further organizational matters being left for the nev directors to take actlon upon, the meeting vas adjourned,
B
I'/'
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Date: April 8, 2024
To: Cupertino City Council
From: Kristina Alfaro, Director of Administrative Services Cc: Pamela Wu, City Manager,
Chris Jensen, City Attorney,
Matt Morely, Assistant City Manager and
Jonathan Orozco, Finance Manager
Re: Update on Cupertino Public Facilities Corporation (CPFC) Background
As part of the March 5th and April 3, 2024, meetings the following questions were asked by Council regarding the Cupertino Public Facilities Corporation.
1. Can we get an update for when our annual Board of Directors meeting is planned? And an update on the resumption of tax-exempt status and timeline? Staff response: Under the Cupertino Public Facilities Corporation Bylaws sections 6 Regular and Organizational Meetings “Regular meetings of the Board of Directors shall be held at such time as the Board may fix by resolution from time to time;” Resolution 87-4 set the meeting date as the third Monday in November of each year. City staff has scheduled the meeting for November 18, 2024.
The City's external legal counsel submitted an application requesting the reinstatement of Cupertino Public Facilities Corporation's (CPFC) 501(c)(4) status in December. Subsequently, staff has received confirmation from the IRS acknowledging the receipt of the application. A determination letter has not been issued.
2. Since we are apparently the Board, what is our ability to call a meeting? Staff response: Bylaws section 7 Special Meetings “Special meetings of the Board of Directors shall be called, noticed and held in accordance with the provisions of Section 54956 of the Brown Act.” Section 54956 of the Brown Act reads as follows, “(a) A special meeting may be called at any time by the presiding officer of the legislative body of a local agency, or by a majority of the members of the legislative body....”
CITY COUNCIL INFORMATIONAL MEMORANDUM
December 6, 2023
To: Cupertino City Council
From: Kristina Alfaro, Director of Administrative Services
Re: Cupertino Public Facilities Corporation Questions
Background
The Cupertino Public Facilities Corporation (CPFC) was established on June 2, 1986 as tax-exempt corporation under Internal Revenue Code section 501(c)(4) to issue debt on behalf of the City.
The City of Cupertino, City Council acts as the CPFC’s board of directors. Following Resolution 12-01, the Mayor, Vice Mayor, and City Clerk are automatically seated as the President, Vice President, and Secretary of the Board, respectively. CPFC’s bylaws assigns the City’s Director of Administrative Services as the Treasurer.
The board has met on 11 occasions since its establishment, with one meeting cancellation for lack of business, on the following dates:
1. June 2, 1986 – Passed Articles of Incorporation (Attachment A), Bylaws (Attachment B), Elected Officers, set date and meeting time of regular meetings and authorized filing of exemptions to the State Franchise Tax Board and various Federal Forms and issued Certificates of Participation (COP). COP is a municipal financing tool used to generate funds to acquire real property or to construct or improve public facilities. COP use a tax-exempt lease-financing agreement, where the investors are paid via lease revenues generated from the property. Per California State law, properly structured COP are not debt and therefore do not require voter approval.
2. July 20, 1987 – Elected officers, set date and meeting time of regular meetings to the second Tuesday in November at seven o’clock p.m.
3. November 16, 1987 – Elected Officers and set new date and meeting time of regular meetings to the third Monday in November at seven o’clock p.m. (Attachment C)
4. February 16, 1988 – Authorized execution of grant of easement to Pacific Gas and Electric Company
5. March 1, 1993 – Refinancing of Certificates of Participation
6. September 16, 2002 – Issuing Certificates of Participation
7. April 17, 2012 – Adopted resolution 12-01 appointing Cupertino City Council members as Board of Directors of the Public Facilities Corporation and approved refinancing of certificates of participation.
8. October 6, 2015 – Cancelled due to lack of business.
9. January 19, 2016 -- Approved the City entering into Antenna Ground Lease Agreement with GTE Mobilnet of California
10. July 5, 2017 – Approved the City to entering into Antenna Ground Lease Agreement with New Cingular Wireless
11. September 15, 2020 – Refinancing of Certificates of Participation
12. October 6, 2020 – Approved the minutes of the September 15, 2020 meeting.
Public Facilities Corporation bylaws and Articles of Incorporation At the corporation’s first meeting in 1986, its Bylaws were adopted, these Bylaws set forth the provisions which the corporation operates under, including but not limited to the election of directions, regular meetings, objects and purpose of the corporation, and general provisions.
In addition, the corporation adopted its Articles of Incorporation, which state the purpose for which the corporation was formed.
Lasty, the corporation authorized filings with both the State and Federal governments for recognition as a 501(c)(4) tax-exempt corporation.
Debt Issued and Reporting Requirements
The corporation has authorized debt issuance on the following occasions, with the most recent issuance in 2020, a refinancing of the 2012 Certificates of Participation. The refinancing resulted in annual savings of approximately half a million dollars for the remaining 10 years of the debt. Additional details can be found in the Fiscal Year 2020-21 Mid-Year Report (Attachment J) and Debt Schedules (Attachment K).
Debt Issuance Date Certificates of Participation for: Debt Principal Amount
July 16, 1986 1986 Series A for City Hall and Library $9,800,000 July 11, 1989 Wilson Park Project $5,000
April 2, 1990 Memorial Park Expansion Project (for the Sports Center Acquisition)
$9,070,000
Debt Issuance Date Certificates of Participation for: Debt Principal Amount
March 14, 1991 Blackberry Farm and Fremont Older Elementary School Site (now Creekside Park)
$32,970,000
November 24, 1992 Refunding of Series A City Hall and Library Projects
$10,785,000
November 24, 1992 Refunds the 1989 Wilson Park and 1990 Memorial Park
$14,585,000
March 22, 1993 Refunding Series A Blackberry Farm and
Fremont Older projects
$36,600,000
October 1, 2002 Refunds the Series A and Series B and issues and provides funding for the new library
$56,640,000
April 19, 2012 Refinance the Oct 1 2002 debt at a lower interest rate
$43,940,000
September 29, 2020 Refinance the 2012 at a lower interest rate $22,040,000
There are regulatory reports and actions to maintain the 501(c)(4) status along with debt reporting and compliance requirements. Those requirements and the City’s current status is shown in the table below:
Requirement Activity Status
Internal Revenue Service-
Annual Federal
Reporting (Form 990)
Regulatory
Reporting
Outside counsel unsuccessfully attempted
to exempt CPFC from filing in 2016
(Attachment I). The Corporation is
currently working with subject matter
experts to reestablish 501(c)(4) and will
begin Form 990 filing shortly afterward.
Franchise Tax Board-
Annual State Filing
(Form 199)
Regulatory
Reporting
The corporation stopped filing after 2001
when it was determined that the
corporation was exempt from filing.
State Controller’s Office –
Annual Transaction
Report (Attachment D)
Regulatory
Reporting
Independent external auditors have
continued to prepare and submit reports
with City staff review.
Secretary of State –
Statement of Information
(Attachment G)
Regulatory
Reporting
The City maintains its state tax-exempt
status and will file the Statement
biannually in June on even years.
Annual Meeting of the
Board of Directors
Corporate
Compliance
Staff is tentatively proposing future
meetings occur in November.
Insurance Coverage
(Attachment H)
Debt Issuance
Compliance
The City has continued to maintain the
minimum general liability and rental
interruption coverage.
Bank New York Mellon
(BNYM) -Statement of
the City
Debt Issuance
Reporting
The City has provided BNYM current
Statement and supplement documents.
Conclusion
The City is in compliance with all State filings and debt issuance requirements.
The lapse of annual federal reporting (Form 990) has resulted in the revocation of CPFC’s 501(c)(4) status. There is no material impact on the City’s debt issuance due to a lapse in reporting as the City has not received a disbursement from the debt since 2002 when additional debt was issued for the Library and Community Hall. In addition, the Corporation has not met regularly as prescribed by the Bylaws. Based on the most recent Resolution on meeting dates, City staff will schedule an annual meeting on the third Monday in November, or November 18, 2024.
Next Steps
City staff is working with subject matter experts to regain CPFC’s 501(c)(4) status and bring into federal reporting compliance. Expected completion for filing is early next calendar year. Staff will update City Council once CPFC has regained 501(c)(4) status.
Following reacquiring 501(c)(4) status and Form 990 fillings, staff will work with subject matter experts to reattempt exempting CPFC from filing Form 990 in future years.
Staff is drafting internal reporting procedures to ensure that reporting and annual meetings are not missed in the future. For debt issuance, the City will continue to work with UFI Inc. to ensure the required annual reporting is met.
Sustainability Impact
No sustainability impact.
Fiscal Impact
Any additional expenditures needed to come into compliance will be assumed within existing budget appropriations.
_____________________________________
Prepared by: Jonathan Orozco, Finance Manager
Reviewed by: Kristina Alfaro, Director of Administrative Services Matt Morely, Assistant City Manager
Approved for Submission by: Pamela Wu, City Manager
Attachments:
A – Cupertino Public Facilities Corporation Articles of Incorporation B—Cupertino Public Facilities Corporation Bylaws
C – Cupertino Public Facilities Corporation Resolution 87-4 Appointing Time and Meeting Place of Regular Meetings
D – Financial Transactions Report FY2021-22
E – Cupertino Public Facilities Corporation all other resolutions F – Cupertino Public Facilities Corporation Minutes
G – Cupertino Public Facilities Corporation Entity Status Letter H – Cupertino Public Facilities Corporation Insurance and Appropriations Compliance I –Form 990 Exemption Request Submittal
J – Fiscal Year 2020-21 Mid-Year Financial Report
K – Debt Schedules
PFC 11-17-2025
Item No. 2
Cupertino Public
Facilities Corporation
Management Report
Written Communications
From: Rhoda Fry
To: Public Comments
Cc: City Clerk; City Council
Subject: Another comment for today . . . comments November 17 cupertino public facilities - item #2 Date: Monday, November 17, 2025 11:30:45 AM
Attachments: B3150-1678.pdf
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Dear City Council (directors),
In looking through the prospectus documents and the ACFR, the list of the actual properties being leased has been inconsistent. Can you please create a concise list of the buildings and properties that are being leased and make sure that the official documents are correct and match each other for both internal and external consistency? Thanks, Rhoda
From: Rhoda Fry <[email protected]>
Sent: Sunday, November 16, 2025 6:41 PM
To: '[email protected]' <[email protected]> Cc: 'City Clerk' <[email protected]>; 'City Council' <[email protected]> Subject: comments November 17 cupertino public facilities - item #2 Dear City Council (directors of the corp),
I have a couple of concerns regarding the corp and the report.
1. The State REQUIRES a Statement of Information (SOI) to be filed if there is a change in officers. This has not happened. Why not? Please see first attachment. (note, while an SOI can be filed every other year for nonprofits, any changes in the officers requires a new submittal)
2. I still don’t understand how the City “saved” money when they refinanced in 2020. Part of the refi, was paying off about $5M and that looks like the amount that we saved with the “refi” while the bond issuer made a substantial commission on the refi.
Thanks,
Rhoda Fry
From: Rhoda Fry
To: Public Comments
Cc: City Clerk; City Council
Subject: comments November 17 cupertino public facilities - item #2 Date: Sunday, November 16, 2025 6:41:17 PM
Attachments: B3150-1678.pdf
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Dear City Council (directors of the corp),
I have a couple of concerns regarding the corp and the report.
1. The State REQUIRES a Statement of Information (SOI) to be filed if there is a change in officers. This has not happened. Why not? Please see first attachment. (note, while an SOI can be filed every other year for nonprofits, any changes in the officers requires a new submittal)
2. I still don’t understand how the City “saved” money when they refinanced in 2020. Part of the refi, was paying off about $5M and that looks like the amount that we saved with the “refi” while the bond issuer made a substantial commission on the refi.
Thanks,
Rhoda Fry
BA20241903818
Entity Details
Corporation Name CUPERTINO PUBLIC FACILITIES CORPORATION Entity No. 1532485
Formed In CALIFORNIA
Street Address of California Principal Office of Corporation Street Address of California Office 10300 TORRE AVECUPERTINO, CA 95014 Mailing Address of Corporation
Mailing Address 10300 TORRE AVECUPERTINO, CA 95014
Attention
Officers
Officer Name Officer Address Position(s)
Kristina Alfaro 10300 Torre AveCupertino, CA 95014 Chief Financial Officer • Pamela Wu 10300 TORRE AVECUPERTINO, CA 95014 Chief Executive Officer Kirsten Squarcia 10300 Torre AveCupertino, CA 95014 Secretary Additional Officers
Officer Name Officer Address Position Stated Position
None Entered
Agent for Service of Process
Agent Name Kristina Alfaro
Agent Address 10300 TORRE AVECUPERTINO, CA 95014
Email Notifications
Opt-in Email Notifications No, I do NOT want to receive entity notifications via email. I prefer notifications by USPS mail.
Electronic Signature
By signing, I affirm that the information herein is true and correct and that I am authorized by California law to sign.
Richard Wong
Signature
10/28/2024
Date
STATE OF CALIFORNIAOffice of the Secretary of StateSTATEMENT OF INFORMATION CA NONPROFIT CORPORATION California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 657-5448
B3150-1678 10/28/2024 9:18 AM Received by California Secretary of State
For Office Use Only
-FILED-
File No.: BA20241903818
Date Filed: 10/28/2024