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CC Resolution 11962RESOLUTION NO. 11962 A RESOLUTION OF THE CITY OF CAMPBELL SUCCESSOR AGENCY DIRECTING PREPARATION OF PROCEEDINGS FOR THE REFUNDING OF OUTSTANDING OBLIGATIONS OF THE FORMER CITY OF CAMPBELL REDEVELOPMENT AGENCY, APPROVING A FINANCING TEAM, AND PROVIDING OTHER MATTERS RELATING THERETO WHEREAS, the City of Campbell Redevelopment Agency (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of Califdrnia, constituting Part 1 of Division 24 of the Health and Safety Code of the State; WHEREAS. Assembly Bill x1 26, effective June 29, 2011, together with AB 1484, effective June 27, 2012, codified Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code (as amended from time to time, the "Dissolution Act"); WHEREAS, pursuant to Section 34172(a) of the Dissolution Act, the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173 of the Dissolution Act, the City of Campbell Successor Agency has become the successor entity to the Former Agency (the "Successor Agency"); WHEREAS, prior to its dissolution, the Former Agency incurred the following outstanding obligations (the "Outstanding Successor Agency Obligations"): (i) $15,300,000 City of Campbell Redevelopment Agency Central Campbell Redevelopment Project Tax Allocation Bonds, Series 2002 A (the "2002 Bonds") pursuant to an Indenture of Trust, dated as of September 1, 1999 (the "Master Indenture"), as supplemented by a First Supplement to Indenture of Trust, dated as of July 1, 2002; (ii) $12,300,000 City of Campbell Redevelopment Agency Central Campbell Redevelopment Project Tax Allocation Bonds, Series 2005A (the "2005 Bonds") pursuant to the Master Indenture, as supplemented by a Second Supplement to Indenture of Trust, dated as of May 15, 2005; (iii) an obligation to repay an advance (the "Advancement") made by the City to the Former Agency, pursuant to a Third Amended and Restated Indebtedness Agreement, dated as of July 1, 2002 (the "Indebtedness Agreement"), by and between the City and the Former Agency, which repayments are payable directly to (A) U.S. Bank National Association, as trustee (the "1997 Trustee") with respect to the $13,480,000 1997 Refunding Certificates of Participation (Civic Center Project) (the "1997 COPS") and (B) U.S. Bank National Association, as trustee (the "2002 Trustee") with respect to the $11,930,843.30 2002 Refunding Certificates of Participation (Civic Center Project) (the "2002 COPS"); and WHEREAS, Section 34177.5(a)(1) of the Dissolution Act authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding Law") to refund bonds or other indebtedness for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) (the "Savings Parameters"); WHEREAS, the Successor Agency has determined that savings may accrue to the Successor Agency and to applicable taxing entities as a result of a refinancing of the Outstanding Successor Agency Obligations, to the extent they are eligible to be refinanced; WHEREAS, the repayment of the Advancement only pays for a portion of the principal and interest with respect to the 1997 COPS and the 2002 COPS, and City staff has determined that savings may accrue to the City if the City concurrently refinances the portion of the 1997 COPS and the 2002 COPs that is not payable from the Successor Agency's repayment of the Advancement, to the extent that the 1997 COPs and the 2002 COPS are eligible to be refinanced; NOW, THEREFORE, BE IT RESOLVED by the City of Campbell Successor Agency, as follows: 1. Direction to Refund. The Successor Agency hereby directs staff, to the maximum extent possible and subject to satisfying the Savings Parameters, to undertake the refunding of the Outstanding Successor Agency Obligations by the issuance of refunding bonds (the "Refunding Bonds"). The Successor Agency hereby directs staff to work with its financing team to prepare the legal documentation required for the issuance of the Refunding Bonds and to return to this Successor Agency for approval of the proposed Refunding Bonds. 2. Approval of Financing Team and Related Agreements. The Successor Agency hereby approves the appointment of the following firms to its financing team and hereby directs the Finance Director, as the chief financial officer of the Successor Agency, to execute agreements with each of such firms: (a) Jones Hall, A Professional Law Corporation, as bond counsel and disclosure counsel; (b) Fieldman, Rolapp & Associates, as municipal advisor; (c) Urban Analytics, as fiscal consultant; and (d) A corporate bank to be identified by the Finance Director after a competitive process to act as trustee and refunding escrow agent. 3. Effective Date. This Resolution shall take effect upon its passage and adoption. PASSED AND ADOPTED this 5th day of April , 2016, by the following roll call vote: AYES : Board Members: Kotowski, Resnikoff, Cristina, Gibbons, Baker NOES: Board Members: None ABSENT: Board Members: None APPROVED: v~ ~ ~5 1~- J s n T. Baker, Chairperson ATTEST: Wendy ood, Secretary