HomeMy WebLinkAboutReso - CC - 072-2012RESOLUTION NO. 72-2012
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BURLINGAME APPROVING THE ISSUANCE BY THE
BURLINGAME FINANCING AUTHORITY OF NOT TO EXCEED
$15,000,000 AGGREGATE PRINCIPAL AMOUNT OF STORM
DRAINAGE REVENUE BONDS TO FINANCE CAPITAL
IMPROVEMENTS TO THE STORM DRAINAGE SYSTEM OF THE
CITY; AUTHORIZING EXECUTION AND DELIVERY OF AN
INSTALLMENT SALE AGREEMENT AND A BOND PURCHASE
AGREEMENT; APPROVING FORM OF OFFICIAL STATEMENT;
AND AUTHORIZING EXECUTION OF DOCUMENTS AND THE
TAKING OF ALL NECESSARY ACTIONS RELATING TO THE
FINANCING WITH THE BURLINGAME FINANCING AUTHORITY
WHEREAS, the City of Burlingame (the "City") and the Redevelopment Agency
of the City of Burlingame (the "Agency") have heretofore executed a Joint Exercise of Powers
Agreement, dated as of May 15, 1995 (the "Joint Powers Agreement"), by and between the City
and the Agency, which Joint Powers Agreement creates and establishes the Burlingame
Financing Authority (the "Authority"); and
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Marks -Roos Local Bond Pooling Act of
1985") and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing
public capital improvements whenever there are significant public benefits to be realized; and
WHEREAS, in accordance with Government Code Section 6586.5, the City has
published notice of a public hearing in a newspaper of general circulation and on the date hereof
held a public hearing concerning the financing of the Project by the Authority through the
issuance of the Bonds as required by Government Code Section 6586.5(a)(2); and
WHEREAS, the City desires to approve the Authority's issuance of not to exceed
$15,000,000 aggregate principal amount of Burlingame Financing Authority Storm Drainage
Revenue Bonds, Series 2012 (the "Bonds") for the purpose of financing improvements to the
storm drainage system of the City (the "Projects"); and
WHEREAS, in order to finance the Projects, the City desires to execute and
deliver an installment sale agreement (the "Installment Sale Agreement") with respect to the
Projects; and
WHEREAS, the Authority and City will enter into a Bond Purchase Agreement
(the "Bond Purchase Agreement") with E. J. De La Rosa & Co., Inc. (the "Underwriter); and
WHEREAS, there have been submitted and are on file with the City Clerk
proposed forms of the Installment Sale Agreement, Bond Purchase Agreement, an Official
Statement with respect to the Bonds proposed to be issued by the Authority, and a Trust
Agreement by and between the Authority and The Bank of New York Mellon Trust Company,
N.A. (the "Trust Agreement"); and
OHSUSA:751002502.5
WHEREAS, the issuance of Bonds by the Authority pursuant to the Trust
Agreement and the execution and delivery of the Installment Sale Agreement will result in
significant public benefits through demonstrable savings in the effective interest rates and bond
issuance costs expected to be paid for the Bonds issued to finance the Projects, and that it
furthers the public purpose to assist in such financing;
NOW THEREFORE, the City Council of the City of Burlingame hereby finds,
determines, declares and resolves as follows:
Section 1. All of the recitals set forth above are true and correct, and the City
Council so finds and determines.
Section 2. The City Council hereby approves the issuance of Bonds, titled
"Burlingame Financing Authority Storm Drainage Bonds, Series 2012" (the "Bonds") by the
Authority, in an aggregate principal amount not to exceed $15,000,000, to finance improvements
to the storm drainage system of the City.
Section 3. The proposed form of Installment Sale Agreement by and between the
Authority and City, on file with the City Clerk, is hereby approved. The City Manager and
Finance Director/Treasurer, jointly and severally, are hereby authorized and directed, for and in
the name and on behalf of the City, to execute and deliver an installment sale agreement in
substantially said form, with such changes therein as such officers may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof, provided, however,
that the term of said installment sale agreement shall end no later than July 1, 2038 and the
interest rate or rates shall not exceed a true interest cost of six and one-half percent (6.5%) per
annum.
Section 4. The proposed form of Bond Purchase Agreement, by and among the
Underwriter, the Authority and the City, on file with the City Clerk, is hereby approved. The
City Manager and the Finance Director/Treasurer, jointly and severally, or any such officer's
designee, are each hereby authorized and directed, on behalf of the City, to execute and deliver a
bond purchase agreement in substantially said form, with such changes therein as such officer
may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof; provided, however, the underwriting discount (not including original issue
discount) shall not exceed one and six -tenths percent (1.6%) of the aggregate principal amount of
the Bonds.
Section 5. The proposed form of Official Statement relating to the Bonds (the
"Official Statement"), on file with the City Clerk, is hereby approved. The City Manager and the
Finance Director/Treasurer, jointly and severally, are hereby authorized and directed, for and in
the name and on behalf of the City, to execute and deliver an Official Statement in substantially
said form, with such changes therein as such officer may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby
directed to distribute copies of the Official Statement to all actual purchasers of the Bonds.
Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds is
hereby approved and the City Manager and Finance Director/Treasurer, jointly and severally, are
hereby authorized and directed, to execute a certificate confirming that the preliminary Official
-2-
OnSUSA:751002502.5
Statement has been "deemed final' by the City for purposes of Securities and Exchange
Commission Rule 15c2-12.
Section 6. The City Manager and Finance Director/Treasurer, jointly and
severally, are hereby authorized on behalf of the City to execute a Continuing Disclosure
Certificate containing such covenants of the City as shall be necessary to comply with the
requirements of Securities and Exchange Commission Rule 15c2-12. The City hereby covenants
and agrees that it will comply with and carry out all of the provisions of such Continuing
Disclosure Certificate.
Section 7. The officers and City Council members of the City are hereby
authorized and directed, jointly and severally, to do any and all things and to execute and deliver
any and all documents and certificates which they deem necessary or advisable in order to
consummate the execution and delivery of the documents mentioned herein and otherwise to
effectuate the purposes of this Resolution and the transactions contemplated hereby, including,
but not limited to, making appropriate changes to the year referenced in the series designation for
the Bonds and changes to dates in the documents in the event the Bonds are issued in 2013.
Section 8. All actions heretofore taken by the officers and agents of the Council
of the City with respect to the financing of the Projects are hereby ratified, confirmed and
approved.
Section 9. This Resolution shall take effect from and after its adoption and
approval.
-3-
OHSUSA:751002502.5
I hereby certify that the foregoing is a full, true and correct copy of a resolution
duly passed and adopted by the City Council of the City of Burlingame at a regular meeting
thereof held on the 15th day of October, 2012, by the following vote of the members thereof:
AYES: COUNCILMEMBERS: BROWNRIGG, DEAL, KEIGHRAN, NAGEL
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: BAYLOCK
ATTEST:
C4 Cl rk
-4-
OHSUSA:751002502.5
CLERK'S CERTIFICATE
I, Mary Ellen Kearney, City Clerk of the City of Burlingame, do hereby certify as
follows:
The foregoing resolution is a full, true and correct copy of a resolution duly
adopted by a vote of a majority of the City Council of the City of Burlingame at a regular
meeting of said Council duly and regularly and legally held at the Council Chambers, 501
Primrose Road, Burlingame, California, on October 15, 2012, of which all of such members had
due notice, as follows:
AYES: BROWNRIGG, DEAL, KEIGHRAN, NAGEL
NOES: NONE
ABSTAIN: NONE
ABSENT: BAYLOCK
An agenda of said meeting was posted at least 72 hours before said meeting at
501 Primrose Road, Burlingame, California, a location freely accessible to members of the
public, and a brief description of said resolution appeared on said agenda.
I have carefully compared the foregoing with the original minutes of said meeting
on file and of record in my office, and the foregoing is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption and the same is now in full force and effect.
Dated: I , 2012.
City Mri of & City of B rlingame
OHSUSA:751002502.5