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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; 6901H 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 6901H 2 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; 6901H 3 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 6901H 4 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. 6901H 5 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 6901H 6 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 6901H 7 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. 6901H 8 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 6901H 9