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HomeMy WebLinkAboutReso - BFA - 002-2004BURLINGAME FINANCING AUTHORITY RESOLUTION NO. Ea-2004 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF LEASE REVENUE REFUNDING BONDS TO REFUND BURLINGAME FINANCING AUTHORITY LEASE REVENUE BONDS (LIBRARY RECONSTRUCTION PROJECT) SERIES 1995; AUTHORIZING THE PROCUREMENT OF BOND INSURANCE FOR THE BONDS; APPROVING THE FORMS OF A TRUST AGREEMENT, A FACILITIES LEASE, A FACILITIES SUBLEASE, ESCROW AGREEMENT AND A BOND PURCHASE CONTRACT; 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 RESOLVED BY THE GOVERNING BOARD OF THE AUTHORITY: 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 (i) refunding the Burlingame Financing Authority Lease Revenue Bonds (Library Reconstruction Project) Series 1995 (the "Prior Bonds") and (ii) financing the construction of storm drains; and WHEREAS, the Governing 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 $8,000,000 in aggregate principal amount of its Burlingame Financing Authority Lease Revenue Refunding Bonds, Series 2004 (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 1 WHEREAS, the Authority desires to enter into a Trust Agreement (the "Trust Agreement") with BNY Western Trust Company, 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, Escrow Agreement and Bond Purchase Contract; 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 2004, in an aggregate principal amount not to exceed $8,000,000, are hereby approved. Section 3. (a) The proposed form of Trust Agreement, tentatively dated as of May 1, 2004, 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 December 1, 2015), interest rate or rates (not to exceed a true interest cost of five percent (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) BNY Western Trust Company 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. (c) The Treasurer and Controller of the Authority is hereby authorized and directed to 2 hold the funds and accounts created under the Trust Agreement 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 Facilities Lease, tentatively dated as of May 1, 2004, 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 December 1, 2025. Section 5. The proposed form of Facilities Sublease, tentatively dated as of May 1, 2004, 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 December 1, 2025. Section 6. The proposed form of Escrow Agreement, tentatively dated as of May 1, 2004, by and between the Authority and BNY Western Trust Company, as escrow agent, 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 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 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 9. 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 and/or reserve fund insurance for some or all of the Bonds. Section 10. 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 11. 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 12. 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 13. 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 special meeting thereof held on the 3rd day of May, 2004, by the following vote of the members thereof: AYES: NOES: ABSENT BOARDMEMBERS: BAYLocx, COFFEY, GALLIGAN, NAGEL, O'MAHONY BOARDMEMBERS: NONE BOARDMEMBERS: NONE 4 Secretary SECRETARY'S CERTIFICATE I, Ann T. Musso , 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 May 3, 2004, of which meeting all of such members had due notice, as follows: AYES: BAYLOCK, COFFEY,GALLIGAN, NAGEL, O'NAHONY NOES: NONE ABSTAIN:NONE ABSENT: NONE 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: May 3 , 2004. Secr of the Burlingame Financing Authority 5