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