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HomeMy WebLinkAboutReso - BFA - 001-2021DocuSign Envelope ID: 8EE82516-07BF-4581-B2E2-C83A44CF4E74 BURLINGAME FINANCING AUTHORITY RESOLUTION NO. FA 001-2021 RESOLUTION AUTHORIZING THE ISSUANCE OF STORM DRAINAGE REVENUE BONDS TO FINANCE CAPITAL IMPROVEMENTS TO THE STORM DRAINAGE SYSTEM OF THE CITY AND TO REFUND THE STORM DRAINAGE REVENUE BONDS, SERIES 2012, AUTHORIZING EXECUTION AND DELIVERY OF A TRUST AGREEMENT, INSTALLMENT SALE AGREEMENT, ESCROW AGREEMENT, A BOND PURCHASE AGREEMENT, AND AN OFFICIAL STATEMENT; AND AUTHORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING TO THE ISSUANCE OF THE BONDS 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; and WHEREAS, the Authority desires to issue not to exceed $22,000,000 aggregate principal amount of Burlingame Financing Authority Storm Drainage Revenue Bonds, Series 2021 (the "Bonds") for the purpose of financing improvements to the storm drainage system of the City (the "Projects") and to refund the Authority's Storm Drainage Bonds, Series 2012 ( the "Prior Bonds") ; and WHEREAS, this Board of the Authority hereby determines that there are significant public benefits, including through demonstrable savings in the effective interest rates and bond issuance costs expected to be paid for the Bonds, and that it furthers the public purpose to assist in such financing; and WHEREAS, the Authority and City will enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") for the Bonds with Stifel, Nicolaus & Company, Incorporated (the "Underwriter"); and WHEREAS, this Authority now desires to approve the form and authorize the distribution of a preliminary form of the Official Statement describing the Bonds and a final Official Statement for the Bonds; and WHEREAS, the Authority desires to enter into a trust agreement (the "Trust Agreements") with The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), for the purpose of securing the Bonds; and 4146-5505-7964.5 DocuSign Envelope ID: 8EE82516-07BF-4581-B2E2-C83A44CF4E74 WHEREAS, in order to finance the Projects and refund the Prior Bonds, the Authority desires to execute and deliver an installment sale agreement (the "Installment Sale Agreement") with the City; and WHEREAS, there is on file with the Secretary of the Authority a proposed form of the Trust Agreement, Installment Sale Agreement, Bond Purchase Agreement and Official Statement; NOW THEREFORE, the Governing Board of the Burlingame Financing Authority hereby finds, determines, declares and resolves, as follows: Section 1. The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. The issuance of Bonds, titled "Burlingame Financing Authority Storm Drainage Revenue Bonds, Series 2021" (the "Bonds"), in an aggregate principal amount not to exceed 522,000,000, is hereby approved. Section 3. (a) The proposed farm of the Trust Agreement relating to the Bonds (the "Trust Agreement") by and between the Authority and Trustee, on file with the Secretary of the Authority, is hereby approved. The Executive Director of the Authority (or other officer designated by the Executive Director) is hereby authorized and directed for and in the name and on behalf of the Authority, to execute and deliver a trust 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. The date, maturity date or dates (not to exceed July 1, 2038), interest rate or rates (not to exceed a true interest cost of five percent (5%) per annum), interest payment dates, series, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in the Trust Agreement, as finally executed. (b) The Bank of New York Mellon Trust Company, N.A. is hereby approved and appointed as Trustee of the Authority with respect to the Bonds, and shall be authorized to act as Trustee in accordance with the terms of the Trust Agreements. (c) The Treasurer and Controller of the Authority is hereby authorized and directed to hold the funds and accounts created under the Trust Agreements and specified therein to be held by the Treasurer and Controller of the Authority, in trust as a fiduciary for the owners of the Bonds as set forth in said documents. Section 4. The proposed form of Installment Sale Agreement relating to the Bonds (the "Installment Sale Agreement"), by and between the City and the Authority, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver an installment sale 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 principal amount of the purchase price shall not exceed $22,000,000 and the term of the Installment Sale Agreement shall end no later than July 1, 2038. -2- 4146-5505-7964.5 DocuSign Envelope ID: 8EE82516-07BF-4581-B2E2-C83A44CF4E74 Section 5. The proposed form of Escrow Agreement between Authority and the Trustee, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver an escrow 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 Section 6. The proposed form of Bond Purchase Agreement among the Authority, the Underwriter and the City, on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed, for and in the name and on behalf of the Authority, 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 percent (1 %) of the aggregate principal amount of the Bonds. Section 7. The proposed form of Official Statement relating to the Bonds (the "Official Statement"), on file with the Secretary of the Authority, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is each hereby authorized and directed, 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 Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed, to execute a certificate confirming that the preliminary Official Statement has been "deemed final" by the Authority for purposes of Securities and Exchange Commission Rule 15c2- 12. Section 8. The Executive Director (or other officer designated by the Executive Director) is hereby authorized on behalf of the Authority to execute a Continuing Disclosure Certificate containing such covenants of the Authority as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 9. The officers and directors of the Authority 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 issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. Section 10. The officers and board members of the Authority are hereby authorized and directed, jointly and severally, to execute and deliver any Certificate of the Authority or Written Request of the Authority required to be delivered pursuant to the Trust Agreement. -3- 4145-5505-7964.5 DocuSign Envelope ID: 8EE82516-07BF-4581-B2E2-C83A44CF4E74 Section 11. This Resolution shall take effect from and after its adoption. Ann O'Brien Keighran, Ch -4- 4146-5505-7964.5 DocuSign Envelope ID: 8EE82516-07BF-4581-B2E2-C83A44CF4E74 I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Burlingame Financing Authority at a regular meeting thereof held on the 19th day of April, 2021, by the following vote of the members thereof: AYES: BOARDMEMBERS: BEACH, BROWNRIGG, COLSON, O'BRIEN KEIGHRAN, ORTIZ NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE "D�ocu Signed by: Meaghan Hassel -Shearer, Secretary -5- 4146-5505-7964.5 DocuSign Envelope ID: 8EE82516-07BF-4581-B2E2-C83A44CF4E74 SECRETARY'S CERTIFICATE I, Meaghan Hassel -Shearer, Secretary of the Burlingame Financing Authority, 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 members of the Governing Board of said Authority at a regular meeting of the Governing Board of said Authority duly and legally held at City Hall, Burlingame, California, on April 19th, 2021, of which meeting all of such members had due notice, as follows: AYES: BEACH, BROWNRIGG, COLSON, O'BRIEN KEIGHRAN, ORTIZ NOES: NONE ABSTAIN: NONE 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: April 19`h, 2021. Docu Signed by: 8D484C3D8OE7449... Meaghan Hassel -Shearer Secretary of the Burlingame Financing Authority 4 146-4n5-71)64,7