HomeMy WebLinkAboutReso - BFA - 004-20109.
BURLINGAME FINANCING AUTHORITY
RESOLUTION NO. FA4-2010
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF LEASE REVENUE REFUNDING BONDS TO REFUND
BURLINGAME FINANCING AUTHORITY LEASE REVENUE
BONDS (CORPORATION YARD PROJECT) SERIES 2001;
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 refunding the
Burlingame Financing Authority Lease Revenue Bonds (Corporation Yard Project) Series 2001
(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, 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
$10,500,000 in aggregate principal amount of its Burlingame Financing Authority Lease
Revenue Refunding Bonds, Series 2010 (the "Bonds"); and
WHEREAS, the Authority desires to enter into a Contract of Purchase (the "Bond
Purchase Contract") for the Bonds with E. J. De La Rosa Inc. (the "Underwriter"); and
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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
WHEREAS, in order to refund the Prior Bonds, 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, there have been presented to this meeting proposed forms of the
Trust Agreement, Facilities Lease, Facilities Sublease and Bond Purchase Agreement;
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 Refunding Bonds, Series 2010, in an aggregate principal amount not to exceed
$10,500,000, are hereby approved.
Section 3. (a) The proposed form of Trust Agreement, tentatively dated as of
September 1, 2010, 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, 2022), interest rate or rates (not to exceed a true interest cost of four and
one-half percent (4.5%) 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, tentatively dated as of
September 1, 2010, 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, 2022, plus an extension period of not to exceed ten (10) years.
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Section 5. The proposed form of Facilities Sublease, tentatively dated as of
September 1, 2010, 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 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, 2022, 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 one-half percent (1.5%) 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 officers of the Authority are hereby authorized to negotiate with
providers of bond insurance for the Bonds, and, if the Executive Director determines it is in the
best interests of the Authority and the City, to commit to purchase or enter into or approve
agreements providing for bond insurance for some or all of the Bonds.
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
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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
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 September, 2010, by the following vote of the members thereof:
AYES: BOARDMEMBERS:
NOES: BOARDMEMBERS:
ABSENT: BOARDMEMBERS:
Secretary
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SECRETARY'S CERTIFICATE
I, "* &L&J Kf��,��� 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, onSjfiMr&WA 11 2010, of which meeting all of such members had due
notice, as follows:
AYES:
NOES:
ABSTAIN:
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:3 q '4 1, 2010.
Sec etary of the Burlingame
Financing Authority
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