Resolution 2023-XX Page 1 of 3
RESOLUTION NO. 2023-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FREMONT
APPROVING THE PREPAYMENT IN FULL OF AN OUTSTANDING
LEASE PAYMENT OBLIGATION AND THE DEFEASANCE, PAYMENT
AND REDEMPTION OF THE OUTSTANDING FREMONT PUBLIC
FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2017B
(2017 FIXED RATE REFINANCING PROJECT), APPROPRIATING THE
NECESSARY FUNDS, AND APPROVING AND AUTHORIZING RELATED
DOCUMENTS AND ACTIONS
WHEREAS, in order to refinance the outstanding City of Fremont Certificates of Participation (2008 Refinancing Project), the City of Fremont (the “City”) previously caused the Fremont Public Financing Authority (the “Authority”) to issue its $19,725,000 initial principal amount Fremont Public Financing Authority Lease Revenue Bonds, Series 2017B (2017 Fixed Rate Refinancing Project) (the “2017B Bonds”) pursuant to an Indenture of Trust, dated as of August 1, 2017 (the “2017B Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2017B Trustee”); and
WHEREAS, the 2017B Bonds are payable from lease payments (the “2017B Lease Payments”) made to the Authority by the City under a Lease Agreement, dated as of August 1, 2017 (the “2017B Lease Agreement”); and
WHEREAS, City staff recommends that the City use available general fund moneys to immediately prepay the 2017B Lease Payments in full and provide funds to the Authority to establish an irrevocable escrow with the 2017B Trustee that will be used to pay debt service on the 2017B Bonds through October 1, 2027 and redeem the remaining outstanding 2017B Bonds on October 1, 2027, which is the first available optional redemption date for the 2017B Bonds; and
WHEREAS, the City Council has determined that the proposed prepayment of the 2017B Lease Payments and the related defeasance, payment and prepayment of the 2017B Bonds is in the best interests of the City, and wishes to approve all related documents and actions.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FREMONT RESOLVES AS FOLLOWS:
SECTION 1. Recitals. The City Council hereby determines that the facts set forth in the recitals to this Resolution are true and correct and establish the factual basis for the City Council’s adoption of this Resolution.
SECTION 2. Approval of Prepayment. The City Council hereby approves the proposed prepayment of the 2017B Lease Payments.
SECTION 3. Approval of Escrow Deposit and Trust Agreement. The City Council hereby approves an Escrow Deposit and Trust Agreement (“Escrow Agreement”) by and among the Resolution 2023-XX Page 2 of 3
City, the Authority and the 2017B Trustee, in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager or the Finance Director (each, an “Authorized Officer”), subject to approval as to form by the City Attorney; execution of the Escrow Agreement by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and on behalf of the City to execute the final form of the Escrow Agreement.
SECTION 4. Approval of Professional Services. The City Council hereby appoints the firm of Jones Hall, A Professional Law Corporation, to provide specialized legal services to the City in connection with the proposed transaction, and authorizes the City Attorney to sign an agreement with such firm. The City Council hereby authorizes the Finance Director to select a certified public accounting firm to provide verification services to the City in connection with the proposed transaction, and authorizes the Finance Director to sign an agreement with such firm, if applicable.
SECTION 5. Official Actions. The City Council hereby authorizes and directs the Mayor, the Finance Director, the City Attorney, the City Clerk, the Authorized Officers, and all other officers of the City, on behalf of the City, to execute and deliver any and all documents (including but not limited to an agreement between the City and the Authority memorializing the prepayment of the 2017B Lease Payments and the defeasance of the 2017B Bonds for purposes of clearing title to the assets leased under the 2017B Lease Agreement) and to take any and all actions, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.
SECTION 6. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.
ADOPTED ________, 2023, by the City Council of the City of Fremont at a regular meeting by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
Resolution 2023-XX Page 3 of 3
ATTEST: APPROVED AS TO FORM:
City Clerk City Attorney