RESOLUTION NO. _____ (PFFC)
A RESOLUTION OF THE CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION DIRECTING THE EXECUTION OF AND AUTHORIZING THE RECORDING OF A TERMINATION AGREEMENT INCLUDING A CERTIFICATE OF ACCEPTANCE WHEREAS, pursuant to a Site and Facilities Lease dated July 13, 2010 (the “Site and Facilities Lease”), the City of Santa Clara (the “City”) leased the Police Administration Building located at 601 El Camino Real (the “Property”) to the Santa Clara Public Facilities Financing Corporation (the “Corporation”); WHEREAS, pursuant to the Lease Agreement dated July 13, 2010 (the “Lease Agreement”), the Corporation leased the Property back to the City; WHEREAS, pursuant to the Assignment Agreement dated July 13, 2010 (the “Assignment Agreement”), between the Corporation and Bank of America, N.A. (“BOA”) the Corporation assigned to BOA all of its right, title, and interest in and to the Site and Facilities Lease and the Lease Agreement; WHEREAS, BOA transferred the Assignment Agreement to Capital One Public Funding, LLC (“COPF”) on March 22, 2012; WHEREAS, the City has paid all lease payments payable under the Lease Agreement, thereby terminating the Site and Facilities Lease, the Lease Agreement, and the Assignment Agreement (collectively, the “Agreements”); WHEREAS, the City, the Corporation, BOA and COPF desire to evidence the termination of the Agreements, and the Corporation, BOA and COPF desire to quitclaim to the City any right, title or interest the Corporation, BOA, or COPF may have in the Property under the Agreements pursuant to the Termination Agreement between the City, the Corporation, BOA, and COPF (the “Termination Agreement”), which has been presented to the Board of Directors of the City of Santa Clara Public Facilities Financing Corporation (the “Board”) for its review and approval, and which is incorporated herein by reference; and WHEREAS, the Termination Agreement includes a certificate of acceptance, as required by Government Code section 27281, by which the officer or officers executing the Termination Agreement will certify that the City has accepted the reconveyance of the Property pursuant to authorization by the Board and that the Corporation consents to recordation of the Termination Agreement by its duly authorized officer; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION AS FOLLOWS:
1. Authorization of Officers to Execute, Deliver, and Record Termination Agreement. The Board hereby authorizes and directs the Executive Director, or their designee (“Designated Office), for and in the name of and on behalf of the Corporation, to execute, deliver, and record the Termination Agreement in substantially the form presented to this meeting, which is hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the agreement for the Corporation. The execution of the foregoing by a Designated Officer or Officers of the Corporation constitutes conclusive evidence of such officer’s or officers’ and the Board’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of the agreement presented to this meeting.
2. General Authorization. The Designated Officers and other officers of the Corporation, and each of them individually, are hereby authorized and directed, for and in the name of and on behalf of the Corporation, to execute and deliver any and all documents, to do any and all things and take any and all actions that may be necessary or advisable, in their discretion, in order to consummate the execution, delivery, and acceptance of the Termination Agreement, and to effect the purposes of this resolution. All actions heretofore taken by officers, employees, and agents of this Corporation that are in conformity with the purposes and intent of this resolution are hereby approved, confirmed, and ratified.
3. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED AND ADOPTED BY THE CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, AT A REGULAR MEETING THEREOF HELD ON THE 24TH DAY OF OCTOBER, 2023, BY THE FOLLOWING VOTE:
AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
ABSTAINED: DIRECTORS:
ATTEST: _________________________________________
NORA PIMENTEL, MMC
SECRETARY OF THE CITY OF SANTA CLARA
PUBLIC FACILITIES FINANCING CORPORATION
Attachments incorporated by reference:
1.Termination Agreement
Santa Clara Public Facilities Financing Corporation/Termination Agreement Page PAGE 2 of 3 Rev: 7/27/2023
Ordinance/*Insert brief description Page PAGE 1 of *
Rev: 03-09-10; Typed: *Insert date