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RESOLUTION NO. ______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SUNNYVALE APPROVING SOLID WASTE REVENUE
BONDS ISSUED BY THE SUNNYVALE FINANCING
AUTHORITY IN THE MAXIMUM PRINCIPAL AMOUNT
OF $50,000,000 TO FINANCE SMaRT STATION
IMPROVEMENTS AND EQUIPMENT, APPROVING AN
INSTALLMENT SALE AGREEMENT AND OTHER
DOCUMENTS, AND AUTHORIZING OFFICIAL ACTIONS
AND RELATED MATTERS
WHEREAS, the City of Sunnyvale (the “City”) entered into a New Memorandum of Understanding Among the Cities of Mountain View and Sunnyvale Relating to the Operation of a Materials Recovery and Transfer Station, dated December 22, 2021 (the “Memorandum of Understanding”); and
WHEREAS, the Memorandum of Understanding sets forth the contractual rights and obligations of each of the parties to the Memorandum of Understanding for the use and management of the Sunnyvale Materials Recovery and Transfer Station (the “SMaRT Station”); and WHEREAS, the SMaRT Station serves as the transfer station for solid waste generated within the jurisdictions of the City and the City of Mountain View as well as, from time to time, (i) solid waste generated by other public agencies, referred to as “other Partners” in the Memorandum of Understanding and (ii) solid waste generated by other public agencies or solid waste haulers, referred to as “merchant users” in the Memorandum of Understanding; and WHEREAS, under the Memorandum of Understanding, the City is the Managing Partner, with the responsibility for the improvement, ownership and operation of the SMaRT Station; and WHEREAS, the City has determined that it is necessary to finance the cos ts of replacing materials recovery facility equipment and making related improvements necessary to deliver the public services provided at the SMaRT Station (the “Improvements”); and WHEREAS, the Sunnyvale Financing Authority (the “Authority”) has been formed for the p u r p o s e o f a s s i s t i n g t h e C i t y w i t h i t s f i n a n c i n g s , a n d i n o r d e r t o f i n a n c e t h e a c q u i s i t i o n a n d installation of the Improvements, the Authority proposes to issue its Solid Waste Revenue Bonds, Series 2025, in the maximum principal amount of $50,000,000 (the “Series 2025 Bonds”) under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and WHEREAS, the Series 2025 Bonds will be issued under an Indenture of Trust, by and between U.S. Bank Trust Company, National Association, and the Authority (the “Indenture”); and ATTACHMENT 1
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WHEREAS, in order to provide revenues which are sufficient to pay debt service on the Series 2025 Bonds, the Authority proposes to sell the Improvements to the City under an Installment Sale Agreement, between the City and the Authority (the “Installment Sale Agreement”) for a purchase price to be paid by the City in semiannual installments during the term of the Series 2025 Bonds; and
WHEREAS, the obligations of the City under the Installment Sale Agreement will be payable exclusively from (i) the net revenues of Sunnyvale’s Solid Waste System (as defined in the Installment Sale Agreement) and (ii) payments to be made by the City of Mountain View pursuant to the Memorandum of Understanding; and
WHEREAS, in accordance with Government Code Section 5852.1, the City Council received from Ross Financial, the City’s municipal advisor (the “Municipal Advisor”), certain required good faith estimates and such estimates are disclosed and set forth in Exhibit A hereto; and WHEREAS, the City Council has conducted a noticed public hearing on the issuance of the Bonds, as required by Section 6586.5 of the Bond Law.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SUNNYVALE THAT:
SECTION 1. Findings. The City Council hereby finds that the recitals are true and correct.
In addition, the City Council hereby finds that the issuance of the Series 2025 Bonds by the Authority will result in significant public benefits to the citizens of the City, including savings in bond issuance costs, significant reductions in effective user charges for the services provided by the SMaRT Station, and more efficient delivery of services to residential and commercial development.
SECTION 2. Approval of Financing Plan; Authorization of Series 2025 Bonds. The City Council hereby approves the financing plan described in the recitals of this Resolution. To that end, the City Council hereby approves the issuance of the Series 2025 Bonds by the Authority under the Bond Law and the Indenture in the maximum principal amount of $50,000,000 for the purpose of providing funds to finance the Improvements.
SECTION 3. Approval of Installment Sale Agreement. The City Council hereby approves the Installment Sale Agreement, under which the Authority agrees to sell the completed Improvements to the City for a purchase price to be paid in semiannual installment payments. As provided in the Installment Sale Agreement, the installment payments thereunder shall be payable from and secured by a pledge of and lien on the Net Revenues and payable from Net Revenues and payments made by the City of Mountain View under the MOU.
The Installment Sale Agreement is hereby approved in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by City Manager or the Director of Finance (each, “an Authorized Officer”). The City Manager and Director of Finance are hereby separately authorized and directed for and in the name and on behalf of the City to execute the Installment Sale Agreement; the City Clerk is hereby authorized and ATTACHMENT 1
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directed to attest and affix the seal of the City to the final form of the Installment Sale Agreement; and such execution shall be conclusive evidence of the approval of the final form thereof.
SECTION 4. Purposes. The Series 2025 Bonds are proposed to be issued to finance the costs of the Improvements, the funding of a reserve fund for the Series 2025 Bonds (if applicable), and the payment of costs of issuance incurred in connection with the issuance of the Series 2025 Bonds.
SECTION 5. Sale of Series 2025 Bonds. The Bond Purchase Contract among the City, the Authority, and Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, is hereby approved by the City Council subject to the following requirement: (1) the interest rate borne by the Series 2025 Bonds shall not exceed6.0%, (2) the Underwriter’s discount shall not exceed 0.35%, and (3) the principal amount of the Series 2025 Bonds shall not exceed $50,000,000. The City Council hereby approves the negotiated sale of the Series 2025 Bonds to the Underwriter pursuant to such Bond Purchase Contract, and an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Contract, and such execution shall be conclusive evidence of the approval of the final form thereof.
SECTION 6. Official Statement. The City Council hereby approves and deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”), the preliminary Official Statement describing the Series 2025 Bonds in the form on file with the City Clerk. An Authorized Officer is hereby authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the City Council’s determination that the preliminary Official Statement has been deemed nearly final within the meaning of the Rule. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by an Authorized Officer.
SECTION 7. Continuing Disclosure. The City Council hereby approves a Continuing Disclosure Certificate, under which the City would agree to provide ongoing information about the Series 2025 Bonds. The Continuing Disclosure Certificate is hereby approved in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. An Authorized Office is hereby authorized and directed for and in the name and on behalf of the City to execute the final form of the Continuing Dis clos ure Certificate, and such execution shall be conclusive evidence of the approval of the final form thereof.
SECTION 8. Further Authority. The City Manager, Assistant City Manager, Director of Finance, Director of Public Works, City Clerk, City Attorney, and all other officers of the City, are authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and ATTACHMENT 1
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other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this Resolution any officer of the City is directed 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.
An Authorized Officer is hereby authorized and directed to take all actions necessary to authorize the purchase of one more municipal bond insurance policies or reserve account insurance policies for the Series 2025 Bonds if it is determined, upon consultation with the Municipal Advisor and Bond Counsel, that such insurance policies will reduce the true interest cost of the Series 2025 Bonds.
SECTION 9. Bond Counsel and Disclosure Counsel; Municipal Advisor . T h e C i t y Council hereby approves the selection of Jones Hall LLP (“Bond Counsel”), as bond counsel and disclosure counsel to the City, and Ross Financial as Municipal Advisor. An Authorized Officer or t h e C i t y At t o rn ey i s he re b y au t ho r iz ed t o e xec u te a p r o fe s s io na l s e r vi ces a g re em en t w i th e ac h of such firms in connection with the proposed financing, and the execution of such agreements by an Authorized Officer or the City Attorney shall be conclusive evidence of such approval.
SECTION 10. California Environmental Quality Act. On May 20, 2025 (RTC No. 25- 0307), the City Council accepted Addendum #3 to the previously certified SMaRT Station EIR (State Clearinghouse # 89022812) finding that no further environmental review is required for the proposed integrated waste process equipment system constituting the Improvements to be financed by the Series 2025 Bonds, pursuant to Sections 15162 and 15164 of the Guidelines to the California Environmental Quality Act (CEQA).
SECTION 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
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Adopted by the City Council at a regular meeting held on ___________, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
RECUSAL:
ATTEST: APPROVED:
__________________________________ _________________________________ City Clerk Mayor
(SEAL)
APPROVED AS TO FORM:
___________________________________
City Attorney
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EXHIBIT A
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by the City’s Municipal Advisor, which has been represented by such party to have been provided in good faith:
(A) True Interest Cost with respect to the Series 2025 Bonds: 4.08%. (B) Finance Charge with respect to the Series 2025 Bonds (sum of all fees paid to third parties): $420,000.
(C) Net Proceeds to be Received (net of finance charges, reserves and capitalized interest, if any): $45,380,900.
(D) Total Payment Amount Through Maturity: $67,110,594.
The foregoing estimates constitute good faith estimates only. The principal amount of the Series 2025 Bonds, the true interest cost of the Series 2025 Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Series 2025 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Series 2025 Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual amortization of the Series 2025 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Series 2025 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations in the City’s financing plan, or a combination of such factors, or (g) the treatment of the interest with respect to the Series 2025 Bonds under federal tax law.
The actual date of sale of the Series 2025 Bonds and the actual principal amount of Series 2025 Bonds sold will be determined by the City based on the timing of the need for proceeds of the Series 2025 Bonds and other factors. The actual interest rates borne by the Series 2025 Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Series 2025 Bonds will also depend, in part, on market interest rates at the time of sale thereof.
Market interest rates are affected by economic and other factors beyond the control of the City.
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