1 RESOLUTION NO. 23-29,394
A RESOLUTION OF THE COUNCIL OF THE CITY OF BURBANK
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $120,000,000
PRINCIPAL AMOUNT OF ITS BURBANK WATER AND POWER
ELECTRIC REVENUE BONDS, SERIES OF 2023; APPROVING AND
AUTHORIZING THE FINANCING OF IMPROVEMENTS BY THE
PROCEEDS OF SUCH BOND ISSUANCE ; APPROVING THE
ENGAGEMENT OF PROFESSIONAL SERVICES IN CONNECTION
THEREWITH; APPROVING AND AUTHORIZING THE EXECUTION OF A SEVENTH SUPPLEMENTAL ELECTRIC REVENUE BOND INDENTURE;
APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF
AN OFFICIAL STATEMENT FOR USE IN CONNECTION WITH THE SALE OF SUCH BONDS; APPROVING THE FORMS OF AND AUTHORIZING
CERTAIN DOCUMENTS IN CONNECTION THEREWITH; AND
AUTHORIZING CERTAIN OTHER ACTIONS RELATING T O SUCH
ISSUANCE
THE COUNCIL OF THE CITY OF BURBANK FINDS:
A. The City has heretofore issued six series of its City of Burbank, California Burbank Water and Power Electric Revenue Bonds (the “Electric Revenue Bonds”), of which two series remain outstanding, pursuant to a Burbank Water and Power Electric Revenue Bond Indenture, dated as of October 1, 1998 (the “Master Electric Revenue Bond Indenture” and as supplemented and amended f rom time to time, the “Electric Revenue Bond Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”); and
B. The City has heretofore issued $35,825,000 aggregate principal amount of its City of Burbank, California Burbank Water and Power Electric Revenue/Refunding Bonds, Series of 2010A (the “2010A Electric Bonds”) pursuant to the Electric Revenue Bond Indenture, of which $3,530,000 principal amount remains outstanding; and
C. The City h as heretofore issued, on a parity with the outstanding 2010A Electric Bonds, $52,665,000 aggregate principal amount of its City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2010B (Taxable Build America Bonds) (the “2010B Electric Bonds” and, together with the 2010A Electric Bonds, the “2010 Electric Bonds”) pursuant to the Electric Revenue Bond Indenture;
23-29,394
2 D. The City has determined to issue an additional series of Electric Revenue Bonds on a parity with the outstanding 2010 Electric Bonds pursuant to the Master Electric Revenue Bond Indenture, as supplemented and amended, including by a Seventh Supplemental Burbank Water and Power Electric Revenue Bond Indenture (the “Seventh Supplemental Electric Revenue Bond Indenture” ), by and between the City and the Trustee, such series of bonds to be known as the City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2023 (the “2023 Electric Bonds”), in one or more series or subseries; and
E. The proceeds of the 2023 Electric Bonds are expected to be used to (i) finance the costs (including by reimbursing the City for certain previously incurred expenditures made in connection therewith) of certain improvements to the City’s electric system, in cluding but not limited to construction of the Willow Substation, repair and replacement of portions of the Golden State Substation, conversion of electrical circuits, construction of solar generation and battery storage systems, undergrounding distribution lines and replacement and upgrade of distribution system equipment , or such other and additional facilities for the electric system as the City hereafter determines to substitute therefor (the “2023 Electric Project”), and (ii) pay costs of issuance of t he 2023 Electric Bonds; and
F. Senate Bill 450 (Chapter 625 of the 2017- 2018 Session of the California Legislature) (“SB 450”) requires that the governing body of a public body obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorizing the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and
G. The City Council of the City of Burbank (the “Council”) wishes at this time to authorize the execution of certain documents and the performance of such acts as may be necessary or desirable to effect the issuance and sale of the 2023 Electric Bonds as herein provided;
THE COUNCIL OF THE CITY OF BURBANK RESOLVES:
23-29,394
3 1. Determination to Carry Out Projects. The Council hereby determines to carry out the issuance and sale of the 2023 Electric Bonds and the financing of the 2023 Electric Project.
2. Engagement of Professional Services. The Council hereby approves the engagement of Norton Rose Fulbright US LLP for Bond Counsel services in connection with the issuance, sale and delivery of the 2023 Electric Bonds. The Council hereby approves the engagement of Jones Hall, A Professional Law Corporation, for Disclosure Counsel services in connection with the issuance, sale and delivery of the 2023 Electric Bonds. The Council hereby approves the engagement of PFM Financial Advisors LLC for municipal advisory services in connection with the issuance, sale and delivery of the 2023 Electric Bonds. The Council hereby approves the engagement of RBC Capital Markets, Inc. as underwriter (the “Underwriter”) in connection with the negotiated sale of the 2023 Electric Bonds. The Council hereby ratifies and approves U.S. Bank Trust Company, National Association as the successor trustee under the Electric Revenue Bond Indenture.
3. Issuance of 2023 Electric Bonds. The Council hereby authorizes and approves the issuance of the 2023 Electric Bonds, in one or more series or subseries, under and pursuant to the Master Electric Revenue Bond Indenture, as heretofore supplemented and amended, and as further supplemented by the Seventh Supplemental Electric Revenue Bond Indenture. Any of the Mayor, the Vice Mayor, the City Manager, the City Treasurer and the Financial Services Director is hereby authorized and directed, for and in the name of the City, to execute the 2023 Electric Bonds by his or her manual or facsimile signature and the City Clerk or Assistant City Clerk is hereby authorized and directed to attest said signature by manual or facsimile signature and to affix the seal of the City thereon, all in accordance with the provisions of the Electric Revenue Bond Indenture.
4. Seventh Supplemental Electric Revenue Bond Indenture. The Seventh Supplemental Electric Revenue Bond Indenture, in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, is hereby approved by the Council. The City Manager, a Deputy City Manager, the City Treasurer, the Financial Services Director, the General Manager of Burbank Water and Power or the Chief Financial Officer of Burbank Water and Power and their respective designees (each an “Authorized Representative”) are each hereby authorized and directed, for and in the name of the City, to execute and deliver the Seventh Supplemental Electric Revenue Bond Indenture in substantially such form, together with such changes, insertions and omissions as may be approved by the City Attorney, Bond Counsel and the officer executing the Seventh Supplemental Electric Revenue Bond Indenture, such execution 23-29,394
4 to be conclusive evidence of such approval, and the City Clerk or the Assistant City Clerk is hereby authorized and directed to attest said signature. The Council hereby authorizes the delivery and performance of the Seventh Supplemental Electric Revenue Bond Indenture. The selection of U.S. Bank Trust Company, National Association to serve as Trustee under the Electric Revenue Bond Indenture is hereby ratified, confirmed and approved. Each Authorized Representative is hereby authorized to select any state banking corporation, national banking association or other qualified financial institution as successor trustee under the Electric Revenue Bond Indenture from time to time, if deemed in the best interest of the City.
5. Determination of 2023 Electric Bond Terms. Any Authorized Representative is hereby authorized to determine the following matters with respect to the 2023 Electric Bonds: (a) the aggregate principal amount of the 2023 Electric Bonds to be issued and sold under the Master Electric Revenue Bond Indenture, as supplemented by the Seventh Supplemental Electric Revenue Bond Indenture and pursuant hereto, but not to exceed the principal amount of $120,000,000; (b) the respective matur ity date and principal amount of the 2023 Electric Bonds of each maturity, provided that the final maturity of any of the 2023 Electric Bonds shall not be later than June 1, 2053 ; (c) the sinking fund installments, if any, with respect to any term 2023 Electric Bonds; (d) the interest rates of the 2023 Electric Bonds; provided, that the aggregate true interest cost of the 2023 Electric Bonds shall not exceed 6.5 % per annum; and (e) the Underwriter’s discount at which the 2023 Electric Bonds may be sold, but not to exceed 0.4% of the par amount thereof (exclusive of any original issue discount).
6. Continuing Disclosure Agreement . The Continuing Disclosure Agreement relating to the 2023 Electric Bonds, by and between the City and the Trustee (the “Continuing Disclosure Agreement”), in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, is hereby approved by the Council. Any Authorized Representative is hereby authorized and directed, for and in the name of the City, to execute and deliver the Continuing Disclosure Agreement in such form, together with such changes, insertions and omissions as may be approved by the City Attorney, Bond Counsel and the officer executing the Continuing Disclosure Agreement, such execution to be conclusive evidence of such approval. The Council hereby authorizes the delivery and performance of the Continuing Disclosure Agreement.
7. Bond Purchase Agreement. The Bond Purchase Agreement relating to the 2023 Electric Bonds (the “Bond Purchase Agreement”), by and between the City and the Underwriter, in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, is hereby approved by the Council. Subject to the limitations with respect to the terms of the 2023 Electric Bonds contained in Section 5 of 23-29,394
5 this Resolution, any Authorized Representative is hereby authorized and directed, for and in the name of the City to execute and deliver the Bond Purchase Agreement in such form, together with such changes, insertions and omissions as may be approved by the City Attorney, Bond Counsel and the officer executing the Bond Purchase Agreement, such execution to be conclusive evidence of such approval. The Council hereby authorizes the delivery and performance of the Bond Purchase Agreement.
8. Official Statement. The preliminary official statement of the City relating to the 2023 Electric Bonds, in substantially the form on file with the City Clerk and made a part hereof as though set forth in full herein, together with any changes therein or additions thereto deemed advisable by any Authorized Representative, is hereby approved by the Council. The Council authorizes and directs that any Authorized Representative is, on behalf of the City, to certify that the preliminary official statement is as of its date “deemed final” for purposes of Rule 15c2-12 of the Securities and Exchange Commission. Any Authorized Representative is hereby authorized to cause to be prepared and to execute for and on behalf of the City a final official statement in substantially the form of the preliminary official statement with such changes therein and additions thereto approved by such Authorized Representative, such approval to be evidenced by the execution and delivery thereof. The preliminary and final official statements are hereby approved for distribution (by posting electronically and/or in printed form) in connection with the offering and sale of the 2023 Electric Bonds.
9. Investments. Any Authorized Representative is hereby authorized, on behalf of the City, to enter into or to instruct the Trustee to enter into one or more investment agreements providing for the investment of moneys in any of the funds and accounts under the Electric Revenue Bond Indenture, on such terms as such Authorized Representative shall deem appropriate.
10. Good Faith Estimates. In accordance with SB 450, good faith estimates of the following are set forth on Exhibit A attached hereto: (a) the true interest cost of the 2023 Electric Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2023 Electric Bonds, (c) the amount of proceeds of the 2023 Electric Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the 2023 Electric Bonds, and (d) the sum total of all debt service payments on the 2023 Electric Bonds calculated to the final maturity of the 2023 Electric Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2023 Electric Bonds.
11. Oth
er Actions . The Authorized Officers and such other officers of the City be and they hereby are authorized, individually and collectively, to take all actions and execute any and all documents necessary: to arrange for the funding of any required 23-29,394
6 deposit to a reserve fund under the Electric Revenue Bond Indenture with a letter of credit, surety bond or insurance policy pursuant to the terms of the Electric Revenue Bond Indenture if, upon the advice of the City’s Municipal Advisor and the Underwriter, the funding of any such deposit to a reserve fund with a letter of credit, surety bond or insurance policy will be beneficial to the City; to arrange for the insuring of all or any portion of the 2023 Electric Bonds through one or more municipal bond insurance companies, if, upon the advice of the Municipal Advisor and the Underwriter, such insurance will result in a lower true interest cost to the City; to effect the sale and delivery of the 2023 Electric Bonds pursuant to the Electric Revenue Bond Indenture; to select and retain any state banking corporation, national banking association or other qualified financial institution as successor trustee, from time to time, under the Electric Revenue Bond Indenture, if deemed in the best interest of the City; to execute and deliver any and all documents in connection with the selection or appointment of a successor trustee under the Electric Revenue Bond Indenture, if necessary or advisable; and to do any and all things and to execute and deliver any and all documents, including the execution of any investment agreement or direction of investment with respect to 2023 Electric Bond funds, which investment may include investment agreements as authorized under Section 9 of this Resolution that have a term up to the final term of the 2023 Electric Bonds, which they may deem necessary or advisable to consummate the sale, execution and delivery of the 2023 Electric Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2023 Electric Bonds, the Electric Revenue Bond Indenture, the Continuing Disclosure Agreement, the Bond Purchase Agreement, the preliminary official statement and the final official statement. Such actions heretofore taken by such officers or their designees are hereby ratified, confirmed and approved.
PASSED and ADOPTED this 24th day of January, 2023.
_s/Konstantine Anthony________
Konstantine Anthony
Mayor
Approved as to Form:
Attest: Office of the City Attorney
_s/Kimberley Clark__________ By: _s/Christopher Chwang_____ Kimberley Clark, City Clerk Christopher Chwang Senior Assistant City Attorney
23-29,394
7 STATE OF CALIFORNIA )
CITY OF BURBANK ) SS.
COUNTY OF LOS ANGELES )
I, Kimberley Clark, City Clerk of the City of Burbank, do hereby certify that the foregoing resolution was duly and regularly passed and adopted by the Council of the City of Burbank at its regular meeting held on the 24th day of January , 2023, by the following vote:
AYES: Mullins, Perez, Takahashi, Schultz, and Anthony.
NOES: None.
ABSENT: None.
_s/Kimberley Clark___________
Kimberley Clark, City Clerk
EXHIBIT A
The following information was obtained from PFM Financial Advisors LLC, as municipal advisor (“Municipal Advisor”) with respect to the 2023 Electric Bonds approved in the Resolution, and is provided in compliance with Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) with respect to the 2023 Electric Bonds:
1. True Interest Cost of the 2023 Electric Bonds. Assumin g an aggregate principal amount of $120,000,000.00 of the 2023 Electric Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the 2023 Electric Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2023 Electric Bonds, is 4.264%.
2. Finance Charge of the 2023 Electric Bonds. Assuming an aggregate principal amount of $120,000,000.00 of the 2023 Electric Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the finance charge of the 2023 Electric Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2023 Electric Bonds), is $674,703.48.
3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of $120,000,000.00 of the 2023 Electric Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the amount of proceeds expected to be received by the City for sale of the 2023 Electric Bonds less the finance charge of the 2023 Electric Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the 2023 Electric Bonds, is $126,807,192.16.
4. Total Payment Amount. Assuming an aggregate principal amount of $120,000,000.00 of the 2023 Electric Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the 2023 Electric Bonds plus the finance charge of the 2023 Electric Bonds described in paragraph 2 above not paid with the proceeds of the 2023 Electric Bonds, calculated to the final maturity of the 2023 Electric Bonds, is $239,408,583.33.
Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of 2023 Electric Bonds sales, the amount of 2023 Electric Bonds sold, the amortization of the 2023 Electric Bonds sold and market conditions at the time
of each sale. The date of sale and the amount of 2023 Electric Bonds sold will be determined by the City based on the need for project funds, need for funds to refund any prior obligations and other factors. The actual interest rates at which the 2023 Electric Bonds will be sold will depend on the bond market at the time of each sale. The actual amortization of the 2023 Electric Bonds will also depend, in part, on market interest rates at the time of sale. Market conditions, including interest rates, are affected by economic and other factors beyond the City’s, the Underwriter’s, and Municipal Advisor’s control.