Santa Clara Public Facilities Financing Corporation/Termination Agreement Page 1 of 3 Rev: 7/27/2023
RESOLUTION NO. 23-04 (PFFC)
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,
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
Santa Clara Public Facilities Financing Corporation/Termination Agreement Page 2 of 3 Rev: 7/27/2023
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 t o this meeting. //
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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:
Attachments incorporated by reference:
1.Termination Agreement
Becker, Chahal, Hardy, Jain, Park, and Watanabe,
and Mayor Gillmor
None
None
None
NORA PIMENTEL , MMC
SECRETARY OF THE CITY OF SANTA CLARA
PUBLIC FACILITIES FINANCING CORPORATION
Santa Clara Public Facilities Financing Corporation!Termination Agreement Rev: 7/27/2023
RECORDING REQUESTED BY:
City of Santa Clara
WHEN RECORDED RETURN TO:
CITY OF SANTA CLARA
City Clerk's Office
1500 Warburton Avenue
Santa Clara, California 95050
With copy to:
Lozano Smith, LLP
One Capitol Mall, Suite 640
Sacramento, CA 95814
Attn.: Deborah Fields
25564237
Regina Alcomentra.=-Clerk-Recorder
Santa Clara Coun y
11/20/2023 03:42 PM
Pages: 11
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
TERMINATION AGREEMENT
RECORDING REQUESTED BY:
City of Santa Clara
WHEN RECORDED RETURN TO:
CITY OF SANTA CLARA
City Clerk's Office
1500 Warburton Avenue
Santa Clara, California 95050
With copy to:
Lozano Smith, LLP
One Capitol Mall, Suite 640
Sacramento, CA 95814
Attn.: Deborah Fields
This document is recorded for the benefit of the City of Santa Clara and recording is exempt from recording fees pursuant to California Government Code §27383.
This transaction is exempt from California documentary transfer tax pursuant to California Revenue & Taxation Code §11922.
This document terminates leases whose original terms (including renewal options) and remaining terms at termination were less than 35 years.
TERMINATION AGREEMENT
between the
CITY OF SANT A CLARA,
the CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, BANK OF AMERICA, N.A.
and
CAPITAL ONE PUBLIC FUNDING, LLC
Dated as of October 31, 2023
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Termination Agreement") dated as of October 31, 2023, between the CITY OF SANTA CLARA (the "City"), the CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION (the "Corporation"), BANK OF AMERICA, N.A. (the "Bank"), and CAPITAL ONE PUBLIC FUNDING, LLC ("COPF"), W I TN E S S E T H:
WHEREAS, on June 29, 2010, the City and the Corporation adopted Resolutions 10-7755 and 10-1, respectively, authorizing the refinance of the 1997 Lease Payments and 1997 Certificates of Participation in order to realize interest rate savings to the City; WHEREAS, the City leased to the Corporation pursuant to the Site Lease dated as of July 1, 2010 (the "Site Lease"), the real property described on Exhibit A hereto (the "Property"); and the Corporation leased the Property back to the City pursuant to the Lease Agreement dated as of July 1, 2010 (the "Lease Agreement"), between the Corporation and the City; WHEREAS, pursuant to the Assignment Agreement dated as of July 1, 2010 (the "Assignment Agreement"), between the Corporation and the Bank, the Corporation assigned to the Bank all of its right, title, and interest in and to the Site Lease and the Lease Agreement; WHEREAS, pursuant to the Specification of Assigned Interest (March 22, 2012) (the "Specification"), between the Bank, COPF, and certain other parties, the Bank assigned to COPF all of its right, title, and interest in and to the Site Lease and the Lease Agreement; WHEREAS, the City has paid all lease payments payable under the Lease Agreement, thereby terminating the Site Lease, the Lease Agreement, the Assignment Agreement, and the Specification with respect to the Property (collectively, the "Agreements"); WHEREAS, the City, the Corporation, the Bank, and COPF desire to evidence the termination of the Agreements, and the Corporation, the Bank, and COPF desire to quitclaim to the City any right, title or interest the Corporation, the Bank, or COPF may have in the Property under the Agreements; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Termination Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Termination Agreement;
NOW, THEREFORE, in consideration of the foregoing, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree:
ARTICLE I
TERMINATION
By virtue of the payment of the lease payments due under the Lease Agreement, the term of the Lease Agreement has terminated. By virtue of the termination of the Lease Agreement, the Site Lease has terminated. The Corporation and the Bank hereby agree to terminate the Assignment Agreement. The Bank and COPF hereby agree to terminate the Specification with respect to the Property as of October 31, 2023. The City, the Corporation, the Bank, and COPF 2397604.2 11338-005 1
agree that their respective interests in the following agreements are hereby terminated and are of no further force or effect as of the date hereof:
a. Site Lease, recorded on July 13, 2010, as Instrument No. 20772199 in Official Records of Santa Clara County;
b. Lease Agreement, recorded on July 13, 2010, as Instrument No. 20772200 in Official Records of Santa Clara County; and
c. Assignment Agreement, recorded on July 13, 2010, as Instrument No. 20772201 in Official Records of Santa Clara County.
The Bank and COPP agree that their respective interests in the Specification of Assigned Interest (March 22, 2012), which has not been recorded. are of no further force or effect with respect to the Property.
ARTICLE II
QUITCLAIMS
The Corporation hereby quitclaims, remises, releases, conveys and transfers all right, title and interest it may have in the Property to the City free and clear of any interest of the Corporation. The Bank hereby quitclaims, remises, releases, conveys and transfers all right, title and interest it may have in the Property to the City free and clear of any interest of the Bank.
COPP hereby quitclaims, remises, releases, conveys and transfers all right, title and interest it may have in the Property to the City free and clear of any interest of COPP.
ARTICLE III
MISCELLANEOUS
Section 1. Binding Effect. This Termination Agreement inures to the benefit of and is binding upon the City, the Corporation, the Bank, and COPP and their respective successors and assigns.
Section 2. Severability. If any provision of this Termination Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding does not invalidate or render unenforceable any other provision hereof.
Section 3. Effectiveness. This Termination Agreement becomes effective on the date of its recordation.
Section 4. Execution in Counterparts. This Termination Agreement may be simultaneously executed in several counterparts, each of which is an original and all of which constitute but one and the same instrument.
Section 5. Applicable Law. This Termination Agreement is governed by and shall be construed in accordance with the laws of the State of California.
ARTICLE IV
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by this Termination Agreement from the Corporation, the Bank, and COPP to the City, a California municipal corporation and charter city, is hereby accepted by order of the City Council on October 24, 2023, and the City consents to recordation hereof by its duly authorized officer. 2397604.2 11338-005 2
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be executed by their respective officers thereunto duly authorized , all as of the day and year first above written.
Approved as to Form:
By: --~ -~ -G-le-1-'-~ -R.-G-oo-gi-ns __ _
City Attorney
Approved as to Form:
By: -~--,Av-+-----. ---
G en R. Googms
General Counsel
2397604.2 11338-005
CITY OF SANTA CLARA
CITY OF SANTA CLARA PUBLIC
FACILITIES FINANCING CORPORATION
3 2397604.2 11338-005
BANK OF AMERICA, N.A.
By:_~ _ % _ ~ _ -__
Mason C. Maloof,
Assistant Vice President
CAPITAL ONE PUBLIC FUNDING, LLC
By: [EXECUTED IN COUNTERPART]
Catherine DeLuca
Vice President
4 2397604.2 11338-005
BANK OF AMERICA, N.A.
By: [EXECUTED IN COUNTERPART]
Mason C. Maloof,
Assistant Vice President
CAPITAL ONE PUBLIC FUNDING, LLC
By:_t_~_~ -----=--~ /-'-'~-=-----1#-,,_,.,..~-<'.'.'.".:-- Catherine DeLuca
Vice President
5 ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
On ~ tVeM %( 1', 10 f~ before me,
)
) ss.
)
,,,,.tth ........ M~~Ki ..... lfit~'AJ,b,;;....,W/'""-"'"Ylk-._~d.d.VM.db.n~----' Notary Public, personally appeared Jovan Grogan, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacities and that, by his signature on the instrument, the entities upon behalf of which he acted executed the instrument.
I cetiify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
ESS my hand and official seal [SEAL]
ANNE KATHERINE TRAN
COMM. #2313839 z
Notary Public • -California ~
Santa Clara County . ...
M comm. Ex ires Nov. 26, 2023
NOTARY ACKNOWLEDGMENT- GEORGIA
Acknowledgment for an Individual
STATE OF GEORGIA
This record was acknowledged before me on Nov< IV\ bt r J Lf ZoZ3 b M 5 Nl" I oo( y ____ o._ o_A ___________________ _
who is
_X _personally known
or
_proved to me on the basis of satisfact01y evidence to be the person who appeared before me.
(signature of,notarypublic)
Notary Public, State of Georgia Stamp/Seal
My commission expires: 5 / l 1 /~
ACKNOWLEDGMENT
STATE OF NEW YORK )
) ss.
COUNTY OF NASSAU )
On this / 3 day of November, 2023, before me, the undersigned, a Notary Public, appeared Catherine DeLuca, to me personally known, who, being by me duly sworn, did say that she is a Vice President of Capital One Public Funding, LLC, a New York limited liability company organized and existing under the laws of the State of New York, and that said Termination Agreement was signed on behalf of said corporation by authority of its Board of Directors, and said officer acknowledged said Termination Agreement to be executed for the purposes therein stated and as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written.
(Seal)
DOMENICO EISNER
NOTARY PUBLIC . STATE OF NEW YORK
No. 01 El6367851
Qualified in Nassau County ;7
Commission Expires 05/09/2_b_
My commission expires: Or/09 /20' l{;
Printed Name: f)(J':/nP,-... I 'r c:, E.r l'/?r;,,..
Notary Public in and for said State
Commissioned in Nassau County
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The Property consists of the following described land located in the City of Santa Clara, County of Santa Clara, State of California, together with all buildings, facilities and other improvements which constitute real property and which are located thereon:
Parcel 1 as shown on that certain Parcel Map filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on September 24, 1998, in Book 708 of Maps, pages 22 and 23. Excepting therefrom all minerals and mineral rights, interests and royalties, including, without limiting the generality thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals, in and under the property; without, however, the right for any purpose whatsoever to enter upon, into or through the surface of the Property in connection therewith, as reserved by Southern Pacific Transportation Company, a Delaware corporation, in Corporation Grant Deed recorded February 28, 1992 in Book M066, Page 1278 as Instrument No. 11252357 of Official Records.
APN: 230-06-052
ARB: 230-50-001.01
2397604.2 11338-005