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CC Resolution 12102RESOLUTION NO. 12102 BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL AUTHORIZING THE CITY MANAGER TO EXECUTE SUBORDINATION AGREEMENT WITH RIVER CITY BANK WHEREAS, the Silicon Valley Clean Energy Authority (SVCEA), a partnership of 12 local governments, will bring its residents and businesses 100% carbon free electricity at lower costs when it begins operation in 2017; WHEREAS, the City of Campbell officially joined the SVCEA in February 2016; WHEREAS, to fund the Community Choice Energy (CCE) program pre-launch activities and the negative cash flow in the first few months of operation, SVCEA requires credit capacity until sufficient ratepayer revenues are received; WHEREAS, as a member of SVCE, the City appropriated $150,000 in the FY 2016 Mid Year Update towards the initial studies and subsequent activities; WHEREAS, the Joint Powers Authority (:IPA) agreement requires that these contributions be repaid within four years of the effective date of the JPA formation, or March 31, 2020; WHEREAS, a team from the Cities of Sunnyvale, Mountain View, Cupertino, Morgan Hill, the County of Santa Clara (County), SVCEA Chief Executive Officer and SVCEA consultants, developed a Request for Proposals and evaluated the financing options for the SVCEA; WHEREAS, SVCEA has identified the need for up to $2.0 million in a Non- Revolving Line of Credit (NRLOC) for pre-launch activities and up town $18.0 million Revolving Line of Credit (RLOC) to fund reserves and negative cash flow associated with power supply acquisition; WHEREAS, initially, it was anticipated that the member agencies may need to provide some form of limited guarantee to the selected bank, as has been the case for all other CCE's; WHEREAS, River City Bank (RCB), however, required guarantees for only $2.0 million associated with the NRLOC WHEREAS, the agencies of Sunnyvale, Mountain View, Gilroy (charted cities) and the County have agreed to provide this guarantee.; WHEREAS, the Credit Agreement with RCB requires each agency agree to subordinate the repayment for their share of the initial contribution, totaling $2.7 million, until the NRLOC is retired; WHEREAS, both RCB credit facilities are projected to be repaid by SVCE within 12 months of operation; WHEREAS, the SVCE Board approved -RCB banking services last September 2016 and approved the Credit Agreement on November 9, 2016; WHEREAS, in order for RCB to make funds available post entering power supply agreement in January 2017, it is necessary for all member agencies to approve the subordination agreement. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Campbell does hereby authorize the City Manager to execute the Subordination Agreement with River Ciry Bank for, and on behalf of, _the City of Campbell and that the City Manager is hereby authorized to sign, and deliver, all necessary documents in connection therewith for, and on behalf of, the City of Campbell. PASSED AND ADOPTED this 12th day of January, 2017 by the following roll call vote: AYES: Councilmembers: Waterman, Cristina, Landry, Resnikoff NOES: Councilmembers: None ABSENT: Councilmembers: Gibbons APPROVED: ~s~~,/ ' abeth Gibbons, Mayor ATTEST: r ~~ Wendy o d, City Clerk