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HomeMy WebLinkAboutReso - BFA - 005-2011Attachment I. BURLINGAME FINANCING AUTHORITY RESOLUTION NO. _A 5-2011 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF WATER AND WASTEWATER REVENUE REFUNDING BONDS TO REFUND WATER AND WASTEWATER REVENUE BONDS, SERIES 2003; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, INSTALLMENT SALE AGREEMENTS, AN ESCROW 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 or refinancing public capital improvements whenever there are significant public benefits; and WHEREAS, the Authority desires to authorize the issuance of not to exceed $7,500,000 aggregate principal amount of Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2011 (the "Bonds") for the purpose of refunding the Authority's Water and Wastewater Revenue Bonds, Series 2003 (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 issued to refund the Prior Bonds, and that it furthers the public purpose to assist in such financing; and WHEREAS, the Authority and City will enter into a Contract of Purchase (the "Bond Purchase Contract") for the Bonds with E.J. De La Rosa & Co., Inc. (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 Agreement") with The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), for the purpose of securing the Bonds; and OHS WEST:261354750.2 WHEREAS, in order to refund the Prior Bonds, the Authority desires to enter into an installment sale agreement (water system) and an installment sale agreement (wastewater system) (collectively, the "Installment Sale Agreements") with the City; and WHEREAS, in order to refund the Prior Bonds, the Authority desires to enter into an escrow agreement (the "Escrow Agreement") with the trustee for the Prior Bonds; and WHEREAS, there have been presented to this meeting proposed forms of the Trust Agreement, Installment Sale Agreements, Contract of Purchase, Escrow Agreement and Official Statement; NOW THEREFORE, the Governing Board of the Burlingame Financing Authority hereby finds, determines, declares and resolves, as follows: Section L The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. The issuance of the Burlingame Financing Authority Water and Wastewater Revenue Refunding Bonds, Series 2011, in an aggregate principal amount not to exceed $7,500,000, is 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 April 1, 2028), interest rate or rates (not to exceed a true interest cost of four and fifteen hundredths percent (4.15%) 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 2011 Installment Sale Agreement (Water System), 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, that the term of said installment sale agreement shall end no later than April 1, 2028. Section 5. The proposed form of 2011 Installment Sale Agreement (Wastewater System), by and between the Authority and City, on file with the Secretary of the Authority, is OHS WEST: 261354750.2 -2- 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, that the term of said installment sale agreement shall end no later than April 1, 2028. Section 6. The proposed form of Escrow Agreement, by and between the Authority and the trustee for the Prior Bonds, 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 the 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 7. The proposed form of Bond Purchase Contract 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 one-half percent (1.5%) of the aggregate principal amount of the Bonds. Section 8. 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 9. 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 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 OHS WEST:261354750.2 -3- 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, including, but not limited to, making appropriate changes to the year referenced in the series designation for the Bonds and changes to dates in the documents in the event the Bonds are issued in 2012. 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 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 7th day of November, 2011, by the following vote of the members thereof: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Secretary OHS WEST:261354750.2 -4- SECRETARY'S CERTIFICATE 1, mARV ��,�,�Ti KF ?t4e%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 special meeting of the Governing Board of said Authority duly and legally held at City Hall, Burlingame, California, on November 7, 2011, of which meeting all of such members had due notice, as follows: AYES: BAYLOCK, BROWNRIGG, DEAL, KEIGHRAN, NAGEL NOES: NONE ABSTAIN: NONE ABSENT: 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: ( , 2011. S retary of the Burlinga e Financing Authority OHS WEST:261354750.2