Loading...
HomeMy WebLinkAboutReso - BFA - 006-2012c BURLINGAME FINANCING AUTHORITY RESOLUTION NO. FA6-2012 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE BONDS TO FINANCE THE BURLINGAME AVENUE STREETSCAPE IMPROVEMENT PROJECT; APPROVING THE FORMS OF A TRUST AGREEMENT, A FACILITIES LEASE, A FACILITIES SUBLEASE AND A BOND PURCHASE AGREEMENT; APPROVING AN OFFICIAL STATEMENT DESCRIBING SAID BONDS; 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 and refinancing public capital improvements whenever there are significant public benefits; and WHEREAS, the Authority desires to issue bonds for the purpose of financing the Burlingame Avenue Streetscape Improvement Project (the "Project"); 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, in order to achieve such significant public benefits and public purpose, this Board of the Authority desires to authorize the issuance and sale of not to exceed $14,000,000 in aggregate principal amount of its Burlingame Financing Authority Lease Revenue Bonds, Series 2012 (the 'Bonds"); and WHEREAS, the Authority desires to enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") for the Bonds with E. J. De La Rosa & Co. Inc. (the "Underwriter"); and WHEREAS, the Authority desires to enter into a Trust Agreement (the "Trust Agreement") with The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), for the purpose of securing the Bonds; and OHSUSA:750995033.4 WHEREAS, in order to finance the Project, the Authority desires to lease from the City certain facilities (the "Facilities") pursuant to a facilities lease (the "Facilities Lease") between the City and the Authority, and the Authority desires to lease back to the City the Facilities pursuant to a facilities sublease (the "Facilities Sublease") between the Authority and the City; and WHEREAS, proposed forms of the Trust Agreement, Facilities Lease, Facilities Sublease and Bond Purchase Agreement are on file with the Secretary of the Authority; 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 and sale of the Burlingame Financing Authority Lease Revenue Bonds, Series 2012, in an aggregate principal amount not to exceed $14,000,000, are hereby approved. Section 3. (a) The proposed form of 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 June 1, 2042), interest rate or rates (not to exceed a true interest cost of six percent (6%) 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 said 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 Agreement. Section 4. The proposed form of Facilities Lease, 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 a facilities lease 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, that the term of said facilities lease shall end no later than June 1, 2042, plus an extension period of not to exceed ten (10) years. Section 5. The proposed form of Facilities Sublease, by and between the Authority and 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 OHSUSA:750995033.4 -2- facilities sublease 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, that the term of said facilities sublease shall end no later than June 1, 2042, plus an extension period of not to exceed ten (10) years. 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 contract 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 and six -tenths percent (1.6%) 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 and incorporated into this Resolution by reference, is hereby approved. The Executive Director (or other officer designated by the Executive Director) is each hereby authorized and directed, for the Authority, 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 Board hereby designates E.J. De La Rosa & Co. Inc. as the Underwriter for the Bonds, Orrick, Herrington & Sutcliffe, LLP as Bond Counsel and Magis Advisors as Pricing Advisor. Section 10. 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 11. The officers and board members of the Authority are hereby authorized and directed, jointly and severally, to execute and deliver any Certificate of the OHSUSA:750995033.4 -3- Authority or Written Request of the Authority required to be delivered pursuant to the Trust Agreement. Section 12. This Resolution shall take effect from and after its adoption. 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 15th day of October, 2012, by the following vote of the members thereof: AYES: BOARDMEMBERS: BROWNRIGG, DEAL, KEIGHRAN, NAGEL NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: BAYLOCK Secretary OHSUSA:750995033.4 -4- SECRETARY'S CERTIFICATE I, Mary Ellen Kearney, 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 October 15, 2012, of which meeting all of such members had due notice, as follows: AYES: BROWNRIGG. DEAL, KEIGHRAN, NAGEL NOES: NONE ABSTAIN: NONE ABSENT: NAGEL_ 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: 4V'� 1 , 2012. -Jax-4 C " — ecretary A the Burling me Financing Authority OHSUSA:750995033.4 -5-