NVF:RLT:KMF
09/18/2025
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Council Agenda: 9/30/0225
Item No.: SJFAHA1(b)
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
CITY OF SAN JOSE FINANCING AUTHORITY
RESOLUTION NO. _______
A RESOLUTION OF THE GOVERNING BOARD OF THE
CITY OF SAN JOSE FINANCING AUTHORITY
APPROVING AND AUTHORIZING THE ISSUANCE OF
LEASE REVENUE COMMERCIAL PAPER NOTES IN THE
AMOUNT NOT TO EXCEED $13,500,000 TO FINANCE
THE PURCHASE OF REAL PROPERTY LOCATED AT
447 S. ALMADEN BOULEVARD IN THE CITY OF SAN
JOSE, AND AUTHORIZING OTHER RELATED ACTIONS
WHEREAS, the City of San José (the “City”) and the former Redevelopment Agency of the City of San José (the “Former Agency”) have heretofore entered into a Joint Exercise of Powers Agreement establishing the City of San José Financing Authority (the “Authority”) for the purpose, among others, of having the Authority issue its instruments of debt to finance the acquisition, construction and improvement of certain public capital improvements; and
WHEREAS, the Former Agency, as of February 1, 2012, has been dissolved and the City has become the successor agency of the Former Agency pursuant to Part 1.85 of Division 24 of the California Health and Safety Code and pursuant California Health and Safety Code Section 34178(b)(3), the joint exercise of powers agreement establishing the Authority remains in effect; and
WHEREAS, the Authority has heretofore determined to adopt and implement a commercial paper program under which the Authority provides financing for certain public capital improvements for the City and other items; and
WHEREAS, pursuant to said program, the Authority has issued from time to time its Tax-Exempt Lease Revenue Commercial Paper Notes, Series 1 (“Series 1 Notes”), Taxable Lease Revenue Commercial Paper Notes, Series 1-T (“Series 1-T Notes”), Tax-Exempt Lease Revenue Commercial Paper Notes, Series 2 (“Series 2 Notes”), and Taxable Lease Revenue Commercial Paper Notes, Series 2-T (“Series 2-T Notes”; each a “Series of Notes” and, collectively, the “Commercial Paper Notes”) pursuant to an Amended and Restated Trust Agreement, dated as of June 1, 2005, by and between the Authority and Computershare Trust Company, National Association, as successor trustee (as amended and supplemented from time to time, the “Trust Agreement”), a Third Amended and Restated Issuing and Paying Agent Agreement dated as of May 1, 2025, between the Authority and Computershare Trust Company, National Association, as issuing and paying agent (as amended and supplemented from time to time, the “Paying Agent Agreement”), and the provisions of Articles 1 through 4 (commencing NVF:RLT:KMF
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Council Agenda: 9/30/0225
Item No.: SJFAHA1(b)
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code; and
WHEREAS, pursuant to a Site Lease, dated as of January 1, 2004, between the City and the Authority, as amended from time to time, the City leases certain real property owned by the City, including the buildings and improvements thereon (such property as more particularly described in such Site Lease, the “Leased Property”), to the Authority; and
WHEREAS, pursuant to a Sublease, dated as of January 1, 2004, between the Authority, as sublessor, and the City, as sublessee (as amended and supplemented from time to time, the “Sublease”), the Authority subleases the Leased Property back to the City; and
WHEREAS, pursuant to the Sublease, the City makes payments of base rental (the “Base Rental”) to the Authority for use and occupancy of the Leased Property, which Base Rental is used to reimburse the letter of credit provider(s) for moneys drawn on letters of credit issued from time to time to pay the principal and interest on the Commercial Paper Notes; and
WHEREAS, a condition precedent to the issuance of each Series of Notes under the Trust Agreement is the delivery of said letter of credit; and
WHEREAS, as of the date hereof, the Series 1 Notes and Series 1-T Notes are supported by a direct-pay letter of credit issued by TD Bank, N.A., and no such letter of credit supports the Series 2 Notes and Series 2-T Notes; and
WHEREAS, the City desires to purchase the real property located at 447 S. Almaden Boulevard in the City of San José (the “Property”) and, to that end, has requested that the Authority issue Commercial Paper Notes in an amount not to exceed $13,500,000; and
WHEREAS, the Council of the City has held a duly noticed public hearing in accordance with Section 6586.5 of the California Government Code, and has considered whether the purchase of the Property with proceeds of Commercial Paper Notes will result in significant public benefits; and
WHEREAS, the Governing Board of the Authority (the “Board”) has duly considered the foregoing matters and wishes at this time to approve said matters in the public interests of the Authority and the City;
NOW, THEREFORE, BE IT RESOLVED, by the Governing Board of the City of San José Financing Authority as follows:
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Council Agenda: 9/30/0225
Item No.: SJFAHA1(b)
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECTION 1. Based on the information provided to the Board, the Board approves the financing to be undertaken by the issuance and delivery of Commercial Paper Notes to provide funding for the City’s purchase of the Property, and the Board further determines that there will be significant public benefits accruing from such financing within the meaning of said Section 6586, consisting of, among other things, reduced financing costs.
SECTION 2. The Board hereby approves and authorizes the issuance by the Authority of Commercial Paper Notes, in one or more Series of Notes, and in an amount not to exceed $13,500,000 pursuant to, and in accordance with, the Trust Agreement and the Paying Agent Agreement, to finance the City’s purchase of the Property.
SECTION 3. The Executive Director, the Treasurer, the Secretary and their authorized designees (collectively, the “Designated Officers”) are each hereby authorized, acting alone, for and in the name of and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Commercial Paper Notes and the consummation of the transactions as described herein. Further, the Designated Officers, each acting alone, are hereby authorized to execute tax certificates and any and all other necessary certificates or forms to ensure the continued tax-exempt status of the Commercial Paper Notes, as applicable.
SECTION 4. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any remaining provisions hereof.
SECTION 5. This Resolution shall take effect from and after the date of its passage and adoption.
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Council Agenda: 9/30/0225
Item No.: SJFAHA1(b)
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
ADOPTED this ____ day of ______________ 2025, by the following vote:
AYES:
NOES:
ABSENT:
DISQUALIFIED:
MATT MAHAN
Chair
ATTEST:
TONI J. TABER, MMC
Secretary