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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