HomeMy WebLinkAboutReso - CC - 042-2021DocuSign Envelope ID: A7D3407B-C4FD-4E6C-8F40-70FCC DC6BFC0
RESOLUTION NO.042-2021
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME APPROVING
THE ISSUANCE BY THE BURLINGAME FINANCING AUTHORITY OF NOT TO
EXCEED $22,000,000 AGGREGATE PRINCIPAL AMOUNT OF STORM DRAINAGE
REVENUE BONDS TO FINANCE CAPITAL IMPROVEMENTS TO THE STORM
DRAINAGE SYSTEM OF THE CITY AND TO REFUND THE AUTHORITY'S STORM
DRAINAGE REVENUE BONDS, SERIES 2012; 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
$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 Revenue
Bonds, Series 2012 ( the "Prior Bonds") and
WHEREAS, in order to finance the Projects and refund the Prior Bonds, 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 Stifel, Nicolaus & Company, Incorporated (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
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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; and
WHEREAS, in compliance with Government Code Section 5852.1, the City
Council has obtained from PFM Financial Advisors, LLC, as municipal advisor to the City, the
required good faith estimates with respect to the Bonds and such estimates are disclosed and set
forth on Exhibit A attached hereto; and
WHEREAS, this Resolution is made for purposes of establishing compliance with
the reimbursement requirements of Section 1.150-2 of the Treasury Regulations;
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 2021" (the "Bonds") by the
Authority, in an aggregate principal amount not to exceed $22,000,000, to finance improvements
to the storm drainage system of the City and to refund the Prior Bonds.
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 he
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 five percent (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 percent (1%) 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
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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 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.
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.
approval.
Section 9. This Resolution shall take effect from and after its adoption and
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Ann O'Brien Keighran, r
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 19th day of April 2021, by the following vote of the members thereof -
AYES: COUNCILMEMBERS: BEACH, BROWNRIGG, COLSON, O'BRIEN KEIGHRAN, ORTIZ
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
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cuSigned by:
ry�•�aNA 11 EST: UU84C3D8OE7449...
Meaghan Hassel -Shearer, City Clerk
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CLERK'S CERTIFICATE
1, Meaghan Hassel -Shearer, 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 19th April, 2021, of which 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, 19th, 2021.
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ocu Signed by:
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City Clerk of the City of Burlingame
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EXHIBIT A TO RESOLUTION
GOOD FAITH ESTIMATES
BURLINGAME FINANCING AUTHORITY
Storm Drainage Revenue Bonds, Series 2021
The following information was obtained from PFM Financial Advisors, LLC, as the
municipal advisor of the bonds defined above (the `Bonds"), for consideration prior to the
authorization in the foregoing Resolution of the proposed Bonds:
1. True Interest Cost of the Bonds. Assuming an aggregate principal amount of the
Bonds in the amount of $16,385,000.00 is sold to effectuate the financing with annual debt service
savings and based on market interest rates prevailing at the time of preparation of this information,
a good faith estimate of the true interest cost of the Bonds, which means the rate necessary to
discount the amounts payable on the respective principal and interest payment dates to the
purchase price received for the Bonds, is 2.07%.
2. Finance Charge of the Bonds. Assuming such a principal amount of the proposed
Bonds is sold and based on market interest rates prevailing at the time of preparation of this
information, a good faith estimate of the Finance Charge of the Bonds, which means the sum of
all fees and charges paid to third parties (or costs associated with the issuance of the Bonds), is
$190,200.00.
3. Amount of Proceeds to be received. Assuming such aggregate principal amount of
the proposed Bonds required to effectuate the financing is sold and based on market interest rates
prevailing at the time of preparation of this information, a good faith estimate of the amount of
proceeds expected to be received by the issuer for sale of the Bonds less the Finance Charge of the
Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds
of the Bonds, is $19,389,991.35.
4. Total Payment Amount. Assuming such aggregate principal amount of the
proposed Bonds ($16,385,000.00) are sold and based on market interest rates prevailing at the time
of preparation of this information, a good faith estimate of the total payment amount, which means
the sum total of all payments the issuer will make to pay debt service on the Bonds plus the Finance
Charge of the Bonds described in paragraph 2 above not paid with the proceeds of the Bonds,
calculated to the final maturity of the Bonds, is $23,294,416.67.
Attention is directed to the fact that the foregoing information constitutes good faith estimates
only. The actual interest cost, finance charges, amount of proceeds and total payment amount may
vary from the estimates above due to variations from these estimates in the timing of Bond sales,
the amount of Bonds sold, the amortization of the Bonds sold and market interest rates at the time
of each sale. The date or dates of sale and the amount of Bonds sold will be determined by the
issuer based on need for funds and other factors. The actual interest rates at which the Bonds will
be sold will depend on the bond market at the time of sale. The actual amortization of the Bonds
will also depend, in part, on market interest rates at the time of each sale. Market interest rates are
affected by economic and other factors beyond the issuer's control.
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