HomeMy WebLinkAboutReso - CC - 037-1991RESOLUTION NO. 37-91
OF THE CITY COUNCIL OF THE
CITY OF BURLINGAME
RESOLUTION APPROVING FORMS OF AND AUTHORIZING EXECUTION
OF A SITE LEASE, A FACILITY LEASE, A TRUST AGREEMENT AND
AN OFFICIAL STATEMENT; APPROVING ISSUANCE OF 1991
CERTIFICATES OF PARTICIPATION (WASTEWATER TREATMENT
CAPITAL IMPROVEMENT PROJECTS); APPROVING SALE OF SAID
CERTIFICATES OF PARTICIPATION; AWARDING BID FOR PURCHASE
OF SAID CERTIFICATES; AWARDING CONSTRUCTION CONTRACT FOR
THE PROJECT; AND AUTHORIZING EXECUTION OF NECESSARY
CERTIFICATES AND TAKING OF NECESSARY ACTIONS.
WHEREAS, the City of Burlingame is a municipal
corporation and political subdivision of the State of
California (herein called the "City");
WHEREAS, the City desires to reduce the costs of
modifications to and upgrading of its wastewater treatment
facilities (herein called the "Project") and such
modifications and upgrading constitute governmental affairs of
the City;
WHEREAS, the City has full legal right, power and
authority to enter into a site lease with Municipal Leasing
Associates, Inc. (herein called the "Corporation") pursuant to
which the Corporation will lease from the City certain parcels
of real property together with any improvements thereon
located in the City and designated as the Demised Premises;
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WHEREAS, the City has full legal right, power and
authority to enter into a facility lease with the Corporation,
pursuant to which the City will lease from the Corporation the
Demised Premises together with improvements to be constructed
thereon (herein called the "Facility");
WHEREAS, this City Council hereby determines that it
would be in the best interest of the City and the residents of
the City for the City and the Corporation to enter into an
agreement, entitled "Site Lease" dated as of April 1, 1991
(herein called the "Site Lease"), pursuant to which the City
will lease the Demised Premises to the Corporation;
WHEREAS, this City Council hereby determines that it
would be in the best interest of the City and the residents of
the City for the Corporation and the City to enter into a
lease, entitled "Facility Lease" dated as of April 1, 1991
(herein called the "Facility Lease"), pursuant to which the
Corporation will lease the Facility to the City;
WHEREAS, under the Facility Lease, the City would be
obligated to make base rental payments to the Corporation for
the lease of the Facility;
WHEREAS, it is proposed that the Corporation will
assign, among other things, all rights to receive such base
rental payments (together with the additional rental payments
provided for in the Facility Lease) without recourse by the
Corporation to First Interstate Bank, Ltd. as trustee (herein
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called the "Trustee"), pursuant to an agreement, entitled
"Assignment Agreement" dated as of April 1, 1991;
WHEREAS, it is further proposed that the
Corporation, the City and the Trustee shall enter into an
agreement, entitled "Trust Agreement" dated as of April 1,
1991 (herein called the "Trust Agreement"), pursuant to which
the Trustee will execute and deliver certificates of
participation (herein called the "Certificates of
Participation") in an amount equal to the aggregate principal
components of such base rental payments, each evidencing and
representing a proportionate undivided interest in such base
rental payments, and will use the proceeds to finance the
upgrade of and modification to the City's wastewater treatment
facilities;
WHEREAS, there has been prepared and distributed,
pursuant to prior authorization of this City Council, a
preliminary form of official Statement describing the
Certificates of Participation;
WHEREAS, there has been mailed to prospective
purchasers of the Certificates of Participation pursuant to
prior authorization of the City an official notice of sale and
a preliminary form of an .official statement describing the
Certificates of Participation and bids for the Certificates of
Participation were received at 10:00 a.m. on April 1, 1991;
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WHEREAS, the City desires to award the bid for the
purchase of the Certificates to the bidder whose bid will
result in the lowest true interest cost to the City;
WHEREAS, a notice inviting competitive bids for the
construction of the Project was duly given in accordance with
applicable provisions of law, and bids have been received for
the construction of the Project;
WHEREAS, the City desires to award the construction
contract for the Project to S.J. Amoroso Construction Company,
Incorporated, the lowest responsible bidder;
WHEREAS, the City has full legal right, power and
authority under the Constitution and the laws of the State of
California to enter into the transactions hereinafter
authorized;
WHEREAS, there is on file with the City Clerk the
form of each document referred to herein, relating to such
financing of the Project; and
WHEREAS, all acts, conditions and things required by
the Constitution and laws of the State of California to exist,
to have happened and to have been performed precedent to and
in connection with the consummation of such financing
authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required
by law, and the City is now duly authorized and empowered,
pursuant to each and every requirement of law, to consummate
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such financing for the purpose, in the manner and upon the
terms herein provided;
NOW, THEREFORE, BE IT RESOLVED by the City Council
of the City of Burlingame, as follows:
Section 1. All of the recitals herein contained are
true and correct and this City Council so finds.
Section 2. The bid for the Certificates of
Participation attached hereto as Exhibit A, being the bid
which will result in the lowest true interest cost to the
City, is hereby approved, and the Certificates of
Participation in the not -to -exceed principal amount of
$14,525,000 are hereby awarded to such bidder. The City
Manager of the City, upon consultation with Rauscher Pierce
Refsnes, Inc., as financial advisor, is hereby authorized to
determine the actual principal amount of the issue and to
adjust accordingly any principal payment amount thereof;
provided that in determining the actual principal amount of
the issue, the not -to -exceed amount may only be decreased and
the amount of the decrease may not exceed 10 percent of the
not -to -exceed amount.
Section 3. The construction bid of S.J. Amoroso
Construction Company, Incorporated being the lowest
responsible bid for construction of the Project is hereby
approved and the construction contract for the Project is
hereby awarded to S.J. Amoroso Construction Company,
Incorporated.
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Section 4. The form of Site Lease between the City
and the Corporation, dated as of April 1, 1991, on file with
the City Clerk of the City, is hereby approved and the Mayor
or City Manager of the City, and the City Clerk of the City,
are hereby authorized and directed, for and in the name and on
behalf of the City, to execute and deliver the Site 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.
Section 5. The form of Facility Lease, dated as of
April 1, 1991, on file with the City Clerk of the City, is
hereby approved and the Mayor or City Manager of the City, and
the City Clerk of the City, are hereby authorized and
directed, for and in the name and on behalf of the City, to
execute and deliver the Facility 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.
Section 6. The form of Trust Agreement by and among
First Interstate Bank, Ltd., as trustee, the Corporation and
the City, dated as of April 1, 1991, on file with the City
Clerk of the City, is hereby approved and the Mayor or City
Manager of the City, and the City Clerk of the City, are
hereby authorized and directed, for and in the name and on
behalf of the City, to execute and deliver the Trust Agreement
in substantially said form, with such changes therein as such
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officers may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 7. The Certificates of Participation and
the form of Official Statement relating to the Certificates of
Participation, on file with the City Clerk of the City, are
hereby approved. The Mayor or City Manager of the City is
hereby authorized and directed for and in the name and on
behalf of the City, to execute a final Official Statement in
substantially the form of the Official Statement before this
meeting, with such additions thereto or changes therein as the
City Attorney's Office or Orrick, Herrington & Sutcliffe, may
require or approve, such approval to be conclusively evidenced
by the execution and delivery thereof.
Section B. The Purchaser is hereby authorized to
distribute copies of the Official Statement, as finally
executed, to persons purchasing the Certificates of
Participation.
Section 9. The officers of the City are hereby
authorized and directed, jointly and severally, to do any and
all things which they may deem necessary or advisable in order
to consummate the transactions herein authorized and otherwise
to carry out, give effectto and comply with the terms and
intent of this Resolution. The Mayor of the City, the City
Clerk of the City, the City Manager and the other officers of
the City be and they are hereby authorized and directed to
execute and deliver any and all certificates and
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representations, including a letter of representations to the
Depository Trust Company, signature certificates,
no -litigation certificates, arbitrage certificates, rebate
certificates and certificates concerning the contents of the
Official Statement distributed in connection with the sale of
the Certificates of Participation and necessary or desirable
in accomplishing the transactions set forth above.
Section 10. All actions heretofore taken by the
officers and agents of the City with respect to the sale,
execution and delivery of the Certificates of Participation
are hereby approved, confirmed and ratified.
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Section 11. This Resolution shall take effect from
and after its date of adoption.
PASSED AND ADOPTED this 1St day of April, 1991.
AYES: BARTON, LEMBI, O'MAHONY
NOES: NONE
ABSENT OR NOT VOTING: HARRISON, PAGLIARO
Mayor of the City of Burlingame,
State of California
[Seal]
ATTEST:
By '
ty Clerk of the Cit& of
B ingame, State of CaPifornia
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