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HomeMy WebLinkAboutReso - CC - 070-2010RESOLUTION NO.70-2010 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING THE ISSUANCE BY THE BURLINGAME FINANCING AUTHORITY OF NOT TO EXCEED $10,500,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE REFUNDING BONDS, SERIES 2010 TO REFUND BURLINGAME FINANCING AUTHORITY LEASE REVENUE BONDS (CORPORATION YARD PROJECT) SERIES 2001; AUTHORIZING EXECUTION AND DELIVERY OF A FACILITIES LEASE, A FACILITIES SUBLEASE 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 REFINANCING 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 and refinancing public capital improvements whenever there are significant public benefits to be realized; and WHEREAS, the City desires to approve the Authority's issuance of not to exceed $10,500,000 in aggregate principal amount of Burlingame Financing Authority Lease Revenue Refunding Bonds, Series 2010 (the "Bonds") for the purpose of refunding Burlingame Financing Authority Lease Revenue Bonds (Corporation Yard Project) Series 2001 (the "Prior Bonds"); and WHEREAS, in order to refund the Prior Bonds, the City desires to lease to the Authority certain facilities (the "Facilities") pursuant to a facilities lease (the "Facilities Lease") between the City and the Authority, and the City desires to lease back from the Authority the Facilities pursuant to a facilities sublease (the "Facilities Sublease") between the Authority and the City; and WHEREAS, the Authority will enter into a Bond Purchase Agreement (the "Purchase Agreement") with E. J. De La Rosa Inc. (the "Underwriter); and WHEREAS, there have been submitted and are on file with the City Clerk proposed forms of the Facilities Lease, Facilities Sublease and Purchase Agreement, an Official Statement with respect to the Bonds proposed to be sold by the Authority, and a Trust OHS West260966522.3 Agreement by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trust Agreement"); and WHEREAS, the issuance of the Bonds by the Authority and the execution and delivery of the Facilities Lease and Facilities Sublease will result in significant public benefits through demonstrable savings in the effective interest rates and bond issuance costs, and that it furthers the public purpose to assist in such refinancing; 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 the Bonds by the Authority, in an aggregate principal amount not to exceed $10,500,000, to refund the Burlingame Financing Authority Lease Revenue Bonds (Corporation Yard Project) Series 2001. The City Manager and Finance Director/Treasurer of the City are hereby directed to perform the duties, if any, imposed upon each of them by the provisions of the financing documents approved herein, including the Trust Agreement for the Bonds, the Facilities Sublease, the Facilities Lease and the Purchase Agreement, and the Finance Director/Treasurer of the City is hereby authorized and directed to hold the funds and accounts created in said financing documents and directed or permitted to be held by the City. Section 3. The proposed form of Facilities Lease, tentatively dated as of September 1, 2010, by and between the City and the Authority, 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 a facilities lease 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 facilities lease shall end no later than June 1, 2022, plus an extension period of not to exceed ten (10) years. Section 4. The proposed form of Facilities Sublease, tentatively dated as of September 1, 2010, 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 a facilities sublease 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 facilities sublease shall end no later than June 1, 2022, plus an extension period of not to exceed ten (10) years. Section 5. 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 contract in substantially said form, with such changes therein as such officer may -2- OHS West:260966522.3 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 one-half percent (1.5%) of the aggregate principal amount of the Bonds. Section 6. 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 Statement has been "deemed final" by the City for purposes of Securities and Exchange Commission Rule 15c2-12. Section 7. 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 8. 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 obtaining bond insurance. Section 9. All actions heretofore taken by the officers and agents of the Council of the City with respect to the refinancing are hereby ratified, confirmed and approved. Section 10. This Resolution shall take effect from and after its adoption and approval. -3- OHS West260966522.3 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 7th day of September, 2010, by the following vote of the members thereof: AYES: COUNCILMEMBERS: BAYLOCR, BROWNRIGG, DEAL, REIGHRAN, NAGEL NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ATTEST: City Clerk -4- OHS West: 260966522.3 CLERK'S CERTIFICATE I, 44 AI Ih/erk 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, onsE�, 2010, of which all of such members had due notice, as follows: AYES:BAYLOCK, BROWNRIGG, DEAL, KEIGHRAN, NAGEL NOES:NONE ._ : .1► • 5. ABSENT: NONE 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 UPITMUg 12010. Clerk of the City of Burling e [Seal] OHS West: 260966522.3