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HomeMy WebLinkAboutReso - BFA - 001-2003BURLINGAME FINANCING AUTHORITY RESOLUTION NO. FA01-2003 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF WATER AND WASTEWATER REVENUE BONDS TO FINANCE CERTAIN IMPROVEMENTS TO THE WATER AND WASTEWATER SYSTEMS OF THE CITY; AUTHORIZING THE PROCUREMENT OF BOND INSURANCE FOR THE BONDS; APPROVING THE FORMS OF A TRUST AGREEMENT AND INSTALLMENT SALE AGREEMENTS; APPROVING FORMS OF AND AUTHORIZING PUBLICATION AND DISTRIBUTION OF AN OFFICIAL NOTICE OF SALE, A NOTICE OF INTENTION TO SELL BONDS, AND 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 public capital improvements whenever there are significant public benefits; and WHEREAS, the Authority desires to issue bonds for the purpose of financing the construction of certain improvements to the water and wastewater systems of the City (collectively, the "Projects"); 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 finance the Projects, 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 by public sale of not to exceed $10,000,000 in aggregate principal amount of its Burlingame Financing Authority Water and Wastewater Revenue Bonds, Series 2003 (the "Bonds"); and WHEREAS, there have been submitted and are on file with the Secretary of the Authority proposed forms of an Official Notice of Sale of Bonds, a Notice of Intention to Sell Bonds, and an Official Statement, all with respect to not to exceed $10,000,000 aggregate principal amount of Bonds proposed to be sold; and DOCSSFi :622949.3 WHEREAS, this Authority now desires to approve the form and authorize the publication of said Notices, and the distribution of a preliminary form of said 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 BNY Western Trust Company (the "Trustee"), for the purpose of securing the Bonds; and WHEREAS, in order to finance the Projects, 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, there have been presented to this meeting proposed forms of the Trust Agreement, Installment Sale Agreements, Official Notice of Sale and Notice of Intention to Sell Bonds; 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 Water and Wastewater Revenue Bonds, Series 2003, in an aggregate principal amount not to exceed $10,000,000, 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 (including changes as may be necessary to obtain municipal bond insurance as set forth in Section 9 hereof), such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates (not to exceed April 1, 2033), 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) 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 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. -2- DOCSSF1:622949.3 Section 4. The proposed form of 2003 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 (including changes as may be necessary to obtain municipal bond insurance as set forth in Section 9 hereo fl, 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, 2033. Section 5. The proposed form of 2003 Installment Sale Agreement (Wastewater System), 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 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 9 hereoo, 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, 2033. Section 6. The form of proposed Official Notice of Sale inviting bids for the Bonds, in substantially the form submitted to this Board and on file with the Secretary of the Authority, is hereby approved, subject to such corrections, revisions or additions as deemed necessary by the Executive Director of the Authority. Kelling, Northcross & Nobriga, Oakland, California (the "Financial Advisor"), is hereby authorized and directed to cause to be mailed to prospective bidders for the Bonds copies of said Official Notice of Sale in the form finally approved by the Executive Director of the Authority. Section 7. The form of proposed Notice of Intention to Sell Bonds, in substantially the form submitted to this Board and on file with the Secretary of the Authority, is hereby approved, subject to such corrections, revisions or additions as deemed necessary by the Executive Director of the Authority. The Executive Director is hereby authorized and directed to cause said Notice of Intention to Sell Bonds to be published once at least fifteen days before the date of sale in THE BOND BUYER. Section 8. (a) The Executive Director, or his designee, is hereby authorized and directed to entertain bids for the Bonds, and to accept the lowest true interest cost bid, provided that (i) the true interest rate on the Bonds shall not exceed six percent (69/6) per annum, and (ii) the price to be paid for the Bonds shall not be less than ninety-nine percent (999/6) of the par value thereof (without taking into account the premium, if any, for a policy of municipal bond insurance with respect to the Bonds), plus accrued interest, if any, to the date of delivery. If such true interest cost and price are acceptable to the Executive Director, the Executive Director is hereby authorized to award the sale of the Bonds to the maker of the best responsive bid for the Bonds; if no bid for the Bonds is acceptable, the Executive Director is requested to reject all bids for the Bonds and to re -bid the Bonds or, if the Executive Director shall deem it necessary, to sell the Bonds by negotiated sale as permitted by law. -3- DOCSSF1:622949.3 (b) The Authority hereby consents to obtaining a bid for the Bonds from the Financial Advisor. 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 for some or all of the Bonds. Section 10. The proposed form of Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), on file with the Secretary of the Authority, is hereby approved, subject to such corrections, revisions or additions as deemed necessary or desirable by the Executive Director of the Authority. The Financial Advisor is hereby authorized and directed to cause to be printed and mailed to prospective bidders for the Bonds copies of the Preliminary Official Statement in substantially the same form of Official Statement approved and adopted as the Official Statement describing the Bonds, as so added to, corrected or revised, and to supply to the accepted bidder or bidders for the Bonds copies of the final Official Statement, completed to include the interest rate or rates, principal amounts, and final sale information. The Executive Director (or other officer designated by the Executive Director) is hereby authorized and directed to execute and deliver the final Official Statement (the "Official Statement") and 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 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. -4- DOCSSF1:622949.3 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 6th day of January, 2003, by the following vote of the members thereof: AYES: BOARDMEMBERS: BAYLOCK, COFFEY, 'GALLIGAN, JANNEY, O'MAHONY NOES: BOARDMEMBERS: NONE _ABSENT: BOARDMEMBERS: NONE �1c A-- J` cretary -5- DOCSSF1:622949.3 r SECRETARY'S CERTIFICATE I, Ann T . Mu s s o , 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 January 6, 2003, of which meeting all of such members had due notice, as follows: AYES: BAYLOCK, COFFEY, GALLLIGAN:;. JANNEY, O'MAHONY 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: January _, 2003. Secretary oUhe Burlingame Financing Authority 1001WSUIRMIROW