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HomeMy WebLinkAboutReso - BFA - 002-2010BURLINGAME FINANCING AUTHORITY RESOLUTION NO. FA2-2010 RESOLUTION AUTHORIZING THE ISSUANCE OF STORM DRAINAGE REVENUE BONDS TO FINANCE CAPITAL IMPROVEMENTS TO THE STORM DRAINAGE SYSTEM OF THE CITY; AUTHORIZING EXECUTION AND DELIVERY OF TRUST AGREEMENTS AND INSTALLMENT SALE AGREEMENTS; AND AUTHORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING TO THE ISSUANCE OF "061=0116)"D 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 public capital improvements whenever there are significant public benefits; and WHEREAS, the Authority desires to issue, from time to time, Burlingame Financing Authority Storm Drainage Revenue Bonds (the "Bonds") for the purpose of financing or refinancing improvements to the storm drainage system of the City (the "Projects"); and WHEREAS, the Authority desires to enter into trust agreements (the "Trust Agreements") with The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), for the purpose of securing the Bonds; and WHEREAS, in order to finance the Projects, the Authority desires to execute and deliver, from time to time, installment sale agreements (the "Installment Sale Agreements") with the City; and WHEREAS, there is on file with the Secretary of the Authority a proposed form of the Trust Agreements and Installment Sale Agreements; 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 finance the Projects and that it furthers the public purpose to assist in such financing; and NOW THEREFORE, the Governing Board of the Burlingame Financing Authority hereby finds, determines, declares and resolves, as follows: OHS West:260813041.5 Section 1. The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. The issuance of the first series of Bonds, titled `Burlingame Financing Authority Storm Drainage Revenue Bonds, Series 2010" (the "Series 2010 Bonds"), in an aggregate principal amount not to exceed $11,000,000, is hereby approved. The Series 2010 Bonds may be issued in one or more subseries, and all or a portion of the Series 2010 Bonds may be issued as `Build America Bonds". Section 3. (a) The proposed form of the Trust Agreement relating to the Series 2010 Bonds (the "2010 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 (including changes as may be necessary to obtain municipal bond insurance as set forth in Section 5 hereof), such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates (not to exceed July 1, 2039), interest rate or rates (not to exceed a true interest cost of ten percent (10%) 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 Series 2010 Bonds shall be as provided in the 2010 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 Agreements. (c) The Treasurer and Controller of the Authority is hereby authorized and directed to hold the funds and accounts created under the Trust Agreements and specified therein to be held by the Treasurer and Controller of the Authority, in trust as a fiduciary for the owners of the Bonds as set forth in said documents. Section 4. The proposed form of Installment Sale Agreement relating to the Series 2010 Bonds (the "2010 Installment Sale Agreement"), 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 (including changes as may be necessary to obtain municipal bond insurance as set forth in Section 5 hereof or that may result in lower borrowing costs), such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, the principal amount of the purchase price shall not exceed $11,000,000 and the term of the 2010 Installment Sale Agreement shall end no later than July 1, 2039. Section 5. The Board hereby additionally approves the issuance, from time to time, of additional series of Bonds pursuant to Trust Agreements substantially in the form of Trust Agreement on file with the Secretary, for the purpose of financing or refinancing Projects. OHS West:260813041.5 -2- The Board hereby approves the execution and delivery, from time to time, of additional installment sale agreements, substantially in the form of the Installment Sale Agreement on file with the Secretary, for the purpose of financing or refinancing the Projects. Section 6. 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 7. The officers and directors of the Authority are hereby authorized and directed to do any and all things, including bringing a validation action under Section 860 of the California Code of Civil Procedure with respect to the validity of this Resolution, the Bonds, the Trust Agreements and the Installment Sale Agreements, and to take any and all actions (including any required publications of summons or other notice) and execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution, the Bonds, the Trust Agreements and the Installment Sale Agreements and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Trust Agreements and the Installment Sale Agreements. Section 8. 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 9. This Resolution shall take effect from and after its adoption. OHS West:260813041.5 -3- 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 19th day of April, 2010, by the following vote of the members thereof: AYES: BOARDMEMBERS: BAYLOCK, BROWNRIGG, DEAL, KEIGHRAN, NAGEL NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE Secretary OHS West: 260813041.5 -4- BURLINGAME FINANCING AUTHORITY RESOLUTION NO. PA2-2010 RESOLUTION AUTHORIZING THE ISSUANCE OF STORM DRAINAGE REVENUE BONDS TO FINANCE CAPITAL IMPROVEMENTS TO THE STORM DRAINAGE SYSTEM OF THE CITY; AUTHORIZING EXECUTION AND DELIVERY OF TRUST AGREEMENTS AND INSTALLMENT SALE AGREEMENTS; 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 public capital improvements whenever there are significant public benefits; and WHEREAS, the Authority desires to issue, from time to time, Burlingame Financing Authority Storm Drainage Revenue Bonds (the "Bonds") for the purpose of financing or refinancing improvements to the storm drainage system of the City (the "Projects"); and WHEREAS, the Authority desires to enter into trust agreements (the "Trust Agreements") with The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), for the purpose of securing the Bonds; and WHEREAS, in order to finance the Projects, the Authority desires to execute and deliver, from time to time, installment sale agreements (the "Installment Sale Agreements") with the City; and WHEREAS, there is on file with the Secretary of the Authority a proposed form of the Trust Agreements and Installment Sale Agreements; 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 finance the Projects and that it furthers the public purpose to assist in such financing; and NOW THEREFORE, the Governing Board of the Burlingame Financing Authority hereby finds, determines, declares and resolves, as follows: OHS West:260813041.5 Section 1. The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. The issuance of the first series of Bonds, titled `Burlingame Financing Authority Storm Drainage Revenue Bonds, Series 2010" (the "Series 2010 Bonds"), in an aggregate principal amount not to exceed $11,000,000, is hereby approved. The Series 2010 Bonds may be issued in one or more subseries, and all or a portion of the Series 2010 Bonds may be issued as `Build America Bonds". Section 3. (a) The proposed form of the Trust Agreement relating to the Series 2010 Bonds (the "2010 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 (including changes as may be necessary to obtain municipal bond insurance as set forth in Section 5 hereof), such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates (not to exceed July 1, 2039), interest rate or rates (not to exceed a true interest cost of ten percent (10%) 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 Series 2010 Bonds shall be as provided in the 2010 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 Agreements. (c) The Treasurer and Controller of the Authority is hereby authorized and directed to hold the funds and accounts created under the Trust Agreements and specified therein to be held by the Treasurer and Controller of the Authority, in trust as a fiduciary for the owners of the Bonds as set forth in said documents. Section 4. The proposed form of Installment Sale Agreement relating to the Series 2010 Bonds (the "2010 Installment Sale Agreement"), 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 (including changes as may be necessary to obtain municipal bond insurance as set forth in Section 5 hereof or that may result in lower borrowing costs), such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, the principal amount of the purchase price shall not exceed $11,000,000 and the term of the 2010 Installment Sale Agreement shall end no later than July 1, 2039. Section 5. The Board hereby additionally approves the issuance, from time to time, of additional series of Bonds pursuant to Trust Agreements substantially in the form of Trust Agreement on file with the Secretary, for the purpose of financing or refinancing Projects. OHS West:260813041.5 -2- The Board hereby approves the execution and delivery, from time to time, of additional installment sale agreements, substantially in the form of the Installment Sale Agreement on file with the Secretary, for the purpose of financing or refinancing the Projects. Section 6. 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 7. The officers and directors of the Authority are hereby authorized and directed to do any and all things, including bringing a validation action under Section 860 of the California Code of Civil Procedure with respect to the validity of this Resolution, the Bonds, the Trust Agreements and the Installment Sale Agreements, and to take any and all actions (including any required publications of summons or other notice) and execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution, the Bonds, the Trust Agreements and the Installment Sale Agreements and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Trust Agreements and the Installment Sale Agreements. Section 8. 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 9. This Resolution shall take effect from and after its adoption. OHS West:260813041.5 -3- 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 19th day of April, 2010, by the following vote of the members thereof: AYES: BOARDMEMBERS: BAYLOCK, BROWNRIGG, DEAL, REIGHRAN, NAGEL NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: NONE U - Secretary I hereby certify this to be a full, true and correct copy of the document it purports to be, the orWnai of which is on file In my office. D - , q . 1, - City of Burllngeme OHS West:260813041.5 _[} brir3 amqwq eIll fo ovil ecj o; ni SO .9offlo ol WOO CLK-Kearney, Mary Ellen From: Weed, Michael C. [mweed@orrick.com] Sent: Monday, April 19, 2010 11:10 AM To: FIN -Nava, Jesus; CLK-Kearney, Mary Ellen Cc: ATTY-Guinan, Gus; Morgan, Philip Subject: RE: Fee Resolutions for validation action Thanks for making note of this. FYI - my email is mweed(D_orrick.com - slight typo in the email below. Thanks - Mike From: FIN -Nava, Jesus [mailto:JNava@burlingame.org] Sent: Monday, April 19, 2010 11:05 AM To: CLK-Kearney, Mary Ellen Cc: ATTY-Guinan, Gus; Morgan, Philip; Weed, Michael C. Subject: FW: Fee Resolutions for validation action Certified signed copies of the resolutions approving the issuance of the bonds by both the Council and the Financing Authority should be made into pdf files and emailed to mewed@orrick.com as soon as possible tomorrow morning. Jesus Nava Finance DirectorlTreasurer City of Burlingame, CA 650-558-7222 650-342-8386 fax ��rlEir.�rrrt� (��raia.* From: Weed, Michael C. [mailto:mweed@orrick.com] Sent: Friday, April 16, 2010 3:37 PM To: FIN -Nava, Jesus Cc: ATTY-Guinan, Gus; FIN -Asturias, Mary; Morgan, Philip Subject: Fee Resolutions for validation action Hi Jesus, I'm working with Phil Morgan on the validation action for the Storm Drainage Fee financing. We'll need a couple of documents from the City to add as exhibits to the complaint when we file. I'm hoping you can point me in the right direction or have them sent my way. Here's what I'm looking for: 1. The City Council resolution that began the fee establishment process, and directed that the protest hearing be held. I'm not sure when that resolution was adopted, but I'm guessing it was the first week of December 2008 (maybe December 3rd?), because public notice for the protest hearing required 45 days, and that hearing was held on January 20th. 2. Resolution No. 4-2009, adopted January 20th (the resolution calling for the mail ballot election for the fee). Pdf copies of the adopted, signed versions of these resolutions will be fine in the short term, but certified originals will be needed before we go for judgment (several weeks away). Mailing hard copies will be just fine. Also - we will need certified copies of the resolutions that will be adopted on April 19, 2010 by the City Council and the Board of the Financing Authority. If the City Clerk happens to process resolutions immediately in the normal course, a pdf copy of the adopted, signed resolutions the morning of Wednesday, April 20th would be helpful, but that is not critical. We will be filing the complaint on April 20th, and we can file the complaint with the "draft" versions of the resolutions submitted to the Council and the Board, and submit the certified versions at the time of the judgment. Please don't hesitate to call or email if I can clarify any of this or assist in any way. Thanks - Mike Weed Orrick, Herrington & Sutcliffe LLP 400 Capitol Mall, Suite 3000 Sacramento, CA 95814 Direct - (916) 329-7952 Fax - (916) 329-4900 mweed(d_)orrick.com "EMF <orrick.com>" made the following annotations. ------------------------------------------------------------------------------ IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication, unless expressly stated otherwise, was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax -related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax -related matter(s) addressed herein. NOTICE TO RECIPIENT: THIS E-MAIL IS MEANT FOR ONLY THE INTENDED RECIPIENT OF THE TRANSMISSION, AND MAY BE A COMMUNICATION PRIVILEGED BY LAW. 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