CC Resolution 11999RESOLUTION NO. 11999
RESOLUTION OF THE BOARD OF DIRECTORS OF THE CAMPBELL JOINT
PUBLIC FINANCE AUTHORITY AUTHORIZING THE ISSUANCE AND SALE
OF ONE OR MORE SERIES 2016 REFUNDING LEASE REVENUE BONDS TO
REFINANCE CERTAIN OUTSTANDING 1997 CERTIFICATES OF
PARTICIPATION AND 2002 CERTIFICATES OF PARTICIPATION AND
APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS
WHEREAS, the City of Campbell (the "City") is a party to a Trust Agreement dated as of
October 1, 1997, with the City of Campbell Successor Agency (the "Successor Agency") and
U.S. Bank, National Association, as successor trustee, under which $13,480,000 aggregate
principal amount of 1997 Refunding Certificates of Participation (Civic Center Project) (the
"1997 Certificates"), were executed and delivered; and
WHEREAS, the City is also a party to a Trust Agreement, dated as of July 1, 2002, with
the Successor Agency, and the U.S. Bank National Association, as successor trustee, under
which $11,930,843.30 2002 Refunding Certificates of Participation (the "2002 Certificates"), a
portion of which are current interest certificates and a portion of which are capital appreciation
certificates, were executed and delivered; and
WHEREAS, the Successor Agency expects to issue its City of Campbell Successor
Agency 2016 Tax Allocation Refunding Bonds in order to refinance (i) certain of its outstanding
bonds and (ii) an obligation to repay an advance (the "Successor Agency Repayment
Obligation") made by the City of Campbell to the Successor Agency, pursuant to a Third
Amended and Restated Indebtedness Agreement, dated as of July 1, 2002, by and between the
City and the Successor Agency, which repayments are payable directly to (A) U.S. Bank
National Association, as trustee with respect to the 1997 Certificates and (B) U.S. Bank National
Association, as trustee with respect to the 2002 Certificates; and
WHEREAS, the Successor Agency Repayment Obligation only includes a portion of the
1997 Certificates and the 2002 Certificates; and
WHEREAS, in order to take advantage of prevailing bond market conditions, the City
Council wishes to authorize the refinancing of the portion of the outstanding 1997 Certificates
and the portion of the outstanding 2002 Certificates not included in the Successor Agency
Repayment Obligation (not including the capital appreciation 2002 Certificates, which are not
subject to prepayment prior to maturity, the "Prior Certificates"); and
WHEREAS, to that end, the City has proposed. to lease certain real property (the
"Leased Property") to the Campbell Joint Public Finance Authority (the "Authority") in
consideration of the payment by the Authority of an upfront rental payment which is sufficient to
provide funds to refinance the Prior Certificates; and
WHEREAS, in order to raise funds for such purpose, the Authority proposes to issue
and sell one or more series of its Campbell Joint Public Finance Authority 2016 Refunding
Lease Revenue Bonds in the aggregate principal amount of not to exceed $10,000,000 (the
"Refunding Bonds") under 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, in order to secure the payments of principal of and interest on the
Refunding Bonds, the Authority proposes to lease the Leased Property back to the City under a
Lease Agreement (the "Lease Agreement"), under which the City is obligated to pay semiannual
lease payments as rental for the Leased Property, and the Authority will assign substantially all
of its rights under the Lease Agreement to The Bank of New York Mellon Trust Company, N.A.,
as trustee for the Refunding Bonds (the "Trustee"); and
WHEREAS, the Board of Directors wishes at this time to approve all proceedings to
which it is a party relating to the issuance and sale of the Refunding Bonds and assist the City in
the refinancing of the Prior Certificates;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Campbell Joint
Public Finance Authority as follows:
SECTION 1. Issuance of Refunding Bonds. The Board of Directors hereby
authorizes the issuance of the Refunding Bonds under the Bond Law in the maximum principal
amount of $10,000,000, for the purpose of providing funds to refinance the Prior Certificates.
The Refunding Bonds shall be issued under the Bond Law and the Indenture of Trust that is
approved below.
SECTION 2. Approval of Related Financing Agreements. The Board of Directors
hereby approves each of the following agreements required for the issuance and sale of the
Refunding Bonds and the refinancing of the Prior Certificates, in substantially the respective
forms on file with the Secretary together with any changes therein or additions thereto deemed
advisable by the Chair, the Executive Director, the Secretary, the Treasurer or the General
Counsel (each, an "Authorized Officer"), whose execution thereof shall be conclusive evidence
of the approval of any such changes or additions. An Authorized Officer is hereby authorized
and directed for and on behalf of the Authority to execute, and the Secretary is hereby
authorized and directed to attest, the final form of each such agreement, as follows:
• Indenture of Trust, between the Authority and the Trustee, setting forth the
terms and provisions relating to the Refunding Bonds.
• Site Lease, between the City as lessor and the Authority as lessee, under
which the City leases the Leased Property to the Authority in consideration of
the payment of an amount which will be applied by the City to refinance the
Prior Certificates.
• Lease Agreement, between the Authority as lessor and the City as lessee,
under which the Authority leases the Leased Property back to the City and
the City agrees to pay semiannual lease payments which are sufficient to
provide revenues with which to pay principal of and interest on the Refunding
Bonds when due; and
• Assignment Agreement, between the Authority and the Trustee, whereby the
Authority assigns certain of its rights under the Lease Agreement to the
Trustee for the benefit of the Refunding Bond owners.
SECTION 3. Negotiated Sale of Refunding Bonds. The Board of Directors hereby
authorizes and directs the negotiated sale of the Refunding Bonds to Raymond James &
Associates, Inc. (the "Underwriter"). The Refunding Bonds shall be sold pursuant to the terms
and provisions of a Bond Purchase Agreement among the Authority, the City and the
Underwriter in substantially the form on file with the City Clerk together with any changes therein
or additions thereto deemed advisable by an Authorized Officer. The Refunding Bonds shall be
sold at such price and shall bear interest at such rates as shall produce, after accounting for the
costs of the issuing the Refunding Bonds, positive cash flow savings to the City, as such
savings shall be verified and conclusively determined by the City's Municipal Advisor. The
Underwriter's discount shall not exceed 0.4%.
SECTION 4. Official Statement. The Board of Directors hereby approves the
preliminary Official Statement describing the Refunding Bonds in substantially the form on file
with the Secretary. Any Authorized Officer is hereby authorized and directed to approve any
changes in or additions to said preliminary Official Statement and to execute an appropriate
certificate stating the Authorized Officer's determination that the preliminary Official Statement
(together with any changes therein or additions thereto) has been deemed nearly final within the
meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the preliminary
Official Statement by the Underwriter is hereby approved. Any 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 Board of Directors hereby authorizes the
distribution of the final Official Statement by the Underwriter. The final Official Statement shall
be executed on behalf of the Authority by the Executive Director.
SECTION 5. Official Actions. The Chairperson, the Executive Director, the Treasurer,
the General Counsel, the Secretary and all other officers of the Authority are each authorized
and directed on behalf of the Authority to make any and all assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance and other documents,
which they or any of them deem necessary or appropriate in order to consummate any of the
transactions contemplated by the agreements and documents approved under this Resolution.
An Authorized Officer may revise the identity of the Leased Property as necessary in order to
accomplish the purposes of this Resolution. Whenever in this resolution any officer of the
Authority is authorized 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 if such officer is absent or unavailable.
SECTION 6. Effective Date. This Resolution shall take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED this 7th day of June, 2016, at a regular meeting of the
Authority, by the following roll call vote:
AYES: Boardmembers: Kotowski, Resnikoff, Cristina, Gibbons, Baker
NOES: Boardmembers: None
ABSENT: Boardmembers: None
ABSTAIN: Boardmembers: None
APPROVED:
Jason T. Baker, Chair
ATTEST:
Wen ~ ood, Secretary