CC Resolution 12000RES®LUTI®N N®. 12000
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING DOCUMENTS AND ACTIONS RELATING TO THE
REFINANCING OF 1997 CERTIFICATES OF PARTICIPATION AND 2002
CERTIFICATES OF PARTICIPATION
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 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 to be
identified by an Authorized Officer (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 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 Trust
Company, N.A., as trustee for the Refunding Bonds; and
WHEREAS, the City Council 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 the refinancing of the
Prior Certificates;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Campbell
as follows:
SECTION 1. Issuance of Refunding Bonds. The City Council hereby approves the
issuance of the Refunding Bonds by the Authority under the Bond Law in the maximum
principal amount of $10,000,000, for the purpose of providing funds to prepay the Prior
Certificates.
SECTION 2. Approval of Related Financing Agreements. The City Council
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 City Clerk together with any changes therein or additions thereto
deemed advisable by the Mayor, the City Manager, the Finance Director or the City Attorney
(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 City to execute, and the City Clerk is hereby authorized and
directed to attest, the final form of each such agreement, as follows:
• 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.
• Escrow Deposit and. Trust Agreement, among the City, the Successor
Agency and the U.S. Bank National Association, as trustee for the Prior
Certificates, providing for the deposit, investment and application of funds to
refinance certain of the Successor Agency's outstanding bonds, the
Successor Agency Repayment Obligation and the Prior Certificates.
• Continuing Disclosure Certificate, to be executed by the City.
SECTION 3. Negotiated Sale of Refunding Bonds. The City Council hereby
approves the negotiated sale of the .Refunding Bonds by the Authority 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 issuing the Refunding Bonds, positive cash flow savings to the
City, as such savings shall be verified and conclusively determined by the City's Financial
Advisor. The Underwriter's discount shall not exceed 0.4%.
SECTION 4. Official Statement. The City Council hereby approves the preliminary
Official Statement describing the Refunding Bonds in substantially the form on file with the
City Clerk. 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 City Council
hereby authorizes the distribution of the final Official Statement by the Underwriter. The final
Official Statement shall be executed on behalf of the City by an Authorized Officer.
SECTION 5. Official Actions. The Mayor, the Finance Director, the City Manager,
the City Attorney, the City Clerk and all other officers of the City are each authorized and
directed on behalf of the City to make any and all leases, assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance or termination,
warrants 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 City 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 in
the case 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, by the following roll call vote:
AYES: Councilmembers: Kotowski, Resnikoff, Cristina, Gibbons, Baker
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: None
APPROVED:
t
Ja on T. Baker, Mayor
ATTEST:
Wendy , od, City Clerk