Loading...
CC Resolution 11969RESOLUTION NO. 11969 A RESOLUTION OF THE CITY OF CAMPBELL SUCCESSOR AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND OUTSTANDING BONDS AND OTHER INDEBTEDNESS OF THE DISSOLVED CITY OF CAMPBELL REDEVELOPMENT AGENCY, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND OTHER DOCUMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY 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 California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (as amended, the "Redevelopment Law"); and WHEREAS, Assembly Bill x1 26, effective June 29, 2011, together with AB 1484, effective June 27, 2012 ("AB 1484"), 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"); and 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 (the "City") has become the successor entity to the Former Agency (the "Successor Agency'); and WHEREAS, all assertions and actions identified and approved in this Resolution are deemed to be the assertions and actions of the Successor Agency; and WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued, among other indebtedness, the obligations listed on Exhibit A for the purpose of financing and refinancing redevelopment activities (the "Prior Obligations"); and - WHEREAS, Section 34177.5 of the Dissolution Act authorizes the Successor Agency to issue refunding bonds to refinance the Prior Obligations 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') so long as the Successor Agency achieves debt service savings within the parameters set forth in Section 34177.5(a)(1) (the "Savings Parameters"); and WHEREAS, to determine compliance with the Savings Parameters for purposes of the issuance by the Successor Agency of refunding bonds for the purpose of defeasing and refunding all or a portion of the Prior Obligations, the Successor Agency has caused its municipal advisor, Fieldman, Rolapp & Associates (the "Municipal Advisor"), to prepare an analysis of the potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of the use of the proceeds of the refunding bonds to defease and refund all or a portion of the Prior Obligations (the "Debt Service Savings Report"); and WHEREAS, the Successor Agency wishes at this time to approve the issuance of the City of Campbell Successor Agency 2016 Tax Allocation Refunding Bonds (the "Refunding Bonds"); and WHEREAS, the Successor Agency further wishes at this time to approve the form of and authorize the execution and delivery of the Indenture of Trust, by and between the Successor Agency and a trustee to be selected by the City Manager or the Finance Director, providing for the issuance of the Refunding Bonds (the "Indenture"), and an Escrow Deposit and Trust Agreement that would govern the defeasance, redemption and prepayment of the Prior Obligations (the "Escrow Agreement"); and WHEREAS, pursuant to Section 34179 of the Dissolution Act, an oversight board (the "Oversight Board") has been established for the Successor Agency; and WHEREAS, the Successor Agency wishes to request that the Oversight Board approve and direct the issuance of the Refunding Bonds pursuant to this Resolution and the Indenture; and WHEREAS, the Successor Agency further wishes to request that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds; and WHEREAS, the Successor Agency wishes to authorize and direct staff, without further authorization or approval by this City Council, to determine whether the Refunding Bonds should be sold to an underwriter to be identified by staff or privately placed with a financial institution to be identified by staff, and whether to fund a reserve fund for the Refunding Bonds, with such determinations to be based upon staff's conclusion, subject to compliance of the sale with the parameters set forth in this Resolution, that the method of sale selected by staff will result in the lowest long-term cost financing; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Campbell, as the City of Campbell Successor Agency, as follows: Section 1. Recitals. The Successor Agency finds and determines that the above referenced recitals are true and correct and material to this Resolution. Section 2. Savings; Debt Service Savings Report. The Successor Agency has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency of the Refunding Bonds to provide funds to refund and defease all or a portion of the Prior Obligations, all as evidenced by the Debt Service Savings Report on file with the City Clerk, as the secretary (the "Secretary') of the Successor Agency, which Debt Service Savings Report is hereby approved. Section 3. Approval of Refunding Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds under the Redevelopment Law, as amended and supplemented by the Dissolution Act (the "Law"), and the Refunding Law in the aggregate principal amount of not to exceed $25,500,000 to refund and defease all or a portion of the Prior Obligations, provided that the Refunding Bonds are in compliance with the Savings Parameters at the time of sale and delivery. Section 4. Approval of Indenture. The Successor Agency hereby approves the Indenture prescribing the terms and provisions of the Refunding Bonds and the application of the proceeds of the Refunding Bonds. Each of the Mayor of the City, as the Chair and presiding officer of the Successor Agency, the City Manager of the City, as the chief administrative officer of the Successor Agency, and the Finance Director of the City, as the chief financial officer of the Successor Agency (each, an "Authorized Officer'), is hereby authorized and directed to execute and deliver, and the Secretary of the Successor Agency, is hereby authorized and directed to attest to, the Indenture for and in the name and on behalf of the Successor Agency, in substantially the form on file with the Secretary of the Successor Agency, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery of the Indenture. The Successor Agency hereby authorizes the delivery and performance of its obligations under the Indenture. Section 5. Approval of Escrow Agreement. The form of Escrow Agreement on file with the Secretary is hereby approved and the Authorized Officers are, each acting alone hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreement for the purpose of defeasing and refunding all or a portion of the Prior Obligations. The Successor Agency hereby authorizes the delivery and performance of its obligations under the Escrow Agreement. Section 6. Approval and Direction of Issuance by the Oversight Board. The Successor Agency hereby requests that the Oversight Board, as authorized by Section 34177.5(f) and Section 34180 of the Dissolution Act, approve and direct the issuance of the Refunding Bonds pursuant to Section 34177.5(a)(1) of the Dissolution Act and this Resolution and the Indenture. Section 7. Determinations by the Oversight Board. The Successor Agency requests that the Oversight Board make the following determinations upon which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds: (a) The Successor Agency is authorized, as provided in Section 34177.5(f) of the Dissolution Act, to recover its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, including the cost of reimbursing the City for administrative staff time spent with respect to the authorization, issuance, sale and delivery of the Refunding Bonds; (b) The application of proceeds of the Refunding Bonds by the Successor Agency to the refunding and defeasance of all or a portion of the Prior Obligations, as well as the payment by the Successor Agency of costs of issuance of the Refunding Bonds, as provided in Section 34177.5(a) of the Dissolution Act, shall be implemented by the Successor Agency promptly upon sale and delivery of the Refunding Bonds, notwithstanding Section 34177.3 of the Dissolution Act or any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Santa Clara County Controller- Treasurer or any other person or entity other than the Successor Agency. (c) The Successor Agency shall be entitled to receive its full Administrative Cost Allowance under Section 34181(a)(3) of the Dissolution Act without any deductions with respect to continuing costs related to the Refunding Bonds, such as trustee's fees, auditing and fiscal consultant fees and continuing disclosure and rating agency costs (collectively, "Continuing Costs of Issuance"), and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section 34183 of the Dissolution Act. In addition and as provided by Section 34177.5(f) of the Dissolution Act, if the Successor Agency is unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings from such property tax revenues pursuant to Section 34183 of the Dissolution Act without reduction in its Administrative Cost Allowance. Section 8. Filing of the Debt Service Savings Report. The Secretary of the Successor Agency is hereby authorized and directed to file the Debt Service Savings Report, together with a certified copy of this Resolution, with the Oversight Board, and, as provided in Section 34180Q) of the Dissolution Act with the Santa Clara County Executive, the Santa Clara County Controller-Treasurer and the California Department of Finance. Section 9. Sale of the Refunding Bonds. The Successor Agency hereby authorizes and directs the City Manager and the Finance Director, following consultation with the City Attorney, Municipal Advisor and bond counsel, to determine whether the lowest long-term cost financing (taking into account all of the initial and ongoing costs associated with the issuance and maintenance of the Refunding Bonds) will be achieved by selling the Refunding Bonds to an underwriter to be selected by the City Manager and the Finance Director, or selling the Refunding Bonds in a private placement to one or more financial institutions to be selected by the City Manager and the Finance Director, and each of the Authorized Officers, acting alone, is hereby authorized and directed to execute and deliver a purchase agreement with such institution for and in the name and on behalf of the Successor Agency, and the Successor Agency's approval of such bond purchase agreement shall to be conclusively evidenced by the execution and delivery of such agreement. The Successor Agency hereby authorizes the delivery and performance of its obligations under such bond purchase agreement(s). The Successor Agency hereby authorizes the City Manager and the Finance Director to approve a rate lock agreement (which could result in a financial penalty being imposed on the Successor Agency if the sale of the Refunding Bonds does not close) and such other commercially reasonable terms as they determine will result in the lowest long-term financing. Section 10. Partial Refunding. It is the intent of the Successor Agency to sell and deliver the Refunding Bonds to refund the Prior Obligations in whole, provided that there is compliance with the Savings Parameters. If such Savings Parameters cannot be met with respect to the Prior Obligations in whole, then the Refunding Bonds shall be sold to refund the Prior Obligations in part to the extent that the refunding of the Prior Obligations in part can satisfy the Savings Parameters. In the event the Refunding Bonds are issued to refund the Prior Obligations in part, the Successor Agency intends to sell and deliver additional bonds to refund the unrefunded Prior Obligations pursuant to a supplement to the Indenture without the prior approval of the Oversight Board provided that in each such instance the bonds so sold and delivered in part are in compliance with the Savings Parameters. Section 11. Bond Insurance; Surety Bond. The Authorized Officers, each acting alone, are hereby authorized and directed to take all actions necessary to obtain one or more municipal bond insurance policies for the Refunding Bonds and reserve account surety bonds for the Refunding Bonds from a municipal bond insurance company if it is determined, upon consultation with the Municipal Advisor and the underwriter or financial institution, that such municipal bond insurance policy and/or surety bonds will reduce the true interest costs of the Refunding Bonds. Section 12. Further Actions. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance and in the issuance, sale and delivery of the Refunding Bonds. Whenever in this Resolution any officer of the Successor Agency 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. Section 13. Transmission of this Resolution. Staff is hereby directed to transmit a certified copy of this Resolution to the Oversight Board for approval, and to the Santa Clara County Executive Officer, the Santa Clara County Controller-Treasurer and the California Department of Finance. Section 14. Effectiveness of this Resolution. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 19"'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 ABSTAIN: Board members: None APPROVED: ~ ,~_ a on T. Baker, Chair ATTEST: J Wendy I od, Secretary