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BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY ITEM NO. 20

Meeting Date: July 11, 2006

Subject/Title: Consideration of a Resolution Authorizing the Issuance, Sale, and Delivery of Bonds for CIFP 2006-1 and Assessment District No. 2006-1

Prepared by: Public Works: D. Galey

Submitted by: Public Works: B. Grewal

RECOMMENDATION
Adopt a Resolution Authorizing the Issuance, Sale and Delivery of Not to Exceed $20,000,000 CIFP 2006-1 Infrastructure Revenue Bonds, Series 2006-1, and the Execution and Delivery of a Trust Agreement, an Official Statement, a Local Obligation Purchase Contract, a Bond Purchase Contract and certain other actions in connection with the issuance and sale of such bonds.

PREVIOUS ACTION
In previous years, the Finance Authority has authorized the sale and delivery of bonds in the amount of approximately $165,000,000 to fund major infrastructure improvements throughout the City.

BACKGROUND
It is in order for the Governing Board of the Brentwood Infrastructure Financing Authority to consider the following items at this time in connection with the issuance of the CIFP 2006-1 Infrastructure Revenue Bonds Series 2006:

1. Authority Board Action Items:
a. Resolution Authorizing the Issuance, Sale and Delivery of Not to Exceed $20,000,000 CIFP 2006-1 Infrastructure Revenue Bonds, Series 2006, and the Execution and Delivery of a Trust Agreement, an Official Statement, a Local Obligation Purchase Contract, a Bond Purchase Contract and certain other actions in connection with the issuance and sale of such bonds.

2. Forms of the following items are filed with the Authority Secretary for consideration and review:
a. Trust Agreement
b. Preliminary Official Statement
c. Local Obligations Purchase Contract
d. Bond Purchase Agreement

Upon approval by the Brentwood Infrastructure Financing Authority, staff will proceed with the financing for CIFP 2006-1 and sale of the bonds.

FISCAL IMPACT
Sale of the 2006-1 Infrastructure Revenue Bonds will generate approximately $14,750,000 in revenue for construction of infrastructure improvements within and around the City.

Attachments:
BIFA Resolution
Form of Trust Agreement
Form of Preliminary Official Statement
Form of Local Obligations Purchase Contract
Form of Bond Purchase Agreement

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
RESOLUTION NO. BIFA

A RESOLUTION OF THE GOVERNING BOARD OF THE BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $20,000,000 CIFP 2006-1 INFRASTRUCTURE REVENUE BONDS, SERIES 2006; AND THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT; AN OFFICIAL STATEMENT, A LOCAL OBLIGATION PURCHASE CONTRACT AND A BOND PURCHASE CONTRACT AND CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE AND SALE OF SUCH BONDS

WHEREAS, the Brentwood Infrastructure Financing Authority is a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California (the “Authority”); and

WHEREAS, the City of Brentwood is a municipal corporation organized and existing under the Constitution and laws of the State of California (the “City”); and

WHEREAS, the City has completed its legal proceedings under the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code) in connection with the formation of Assessment District No. 2006-1 established by the City, as the same may be modified or subdivided from time to time by the City (the “Assessment District”); and
WHEREAS, the City is empowered under the provisions of the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) to undertake legal proceedings for the levy of assessments and for the issuance, sale and delivery of bonds upon the security of the recorded assessments; and

WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the “Law”) to issue its bonds for the purpose of purchasing various local obligations issued by certain local agencies, including the City; and

WHEREAS, the City has determined to issue a series of bonds for the Assessment District designated as the City of Brentwood Limited Obligation Improvement Bonds, Assessment District No. 2006-1 (the “Local Obligations”) to fund the acquisition and/or construction of the improvements; and

WHEREAS, the Authority has authorized and undertaken to issue the Brentwood Infrastructure Financing Authority CIFP 2006-1 Infrastructure Revenue Bonds, Series 2006 (the “Bonds”), in order to provide funds to purchase the Local Obligations, to fund a reserve fund and to pay costs of issuance; and

WHEREAS, the Authority has determined that the estimated amount necessary to finance the purchase of the Local Obligations, to fund a reserve fund and to pay costs of issuance will require the issuance of the Bonds in the aggregate principal amount not to exceed twenty million dollars ($20,000,000); and
WHEREAS, the Authority and the City have determined that all things necessary to make the Bonds, when authenticated by the Trustee and issued as provided in that certain trust agreement, dated as of August 1, 2006, among the Authority, the City and U.S. Bank National Association, as trustee (the “Trustee”) (the “Trust Agreement”), the valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and performed; and

WHEREAS, in furtherance of implementing the financing, there has been filed with the Authority Secretary, for consideration and approval by this Board forms of the following:

(a) a Trust Agreement, under the terms of which the Bonds are to be issued and the local obligation revenues (received by the Authority as holder of the Local Obligations) are to be administered to pay the principal of and interest on the Bonds;

(b) a Local Obligation Purchase Contract, under the terms of which, among other things, the City agrees to sell and the Authority agrees to purchase the Local Obligations;

(c) a Bond Purchase Contract, under the terms of which, among other things, the Authority agrees to sell and the underwriter agrees to purchase the Bonds; and

(d) a Preliminary Official Statement, describing the Bonds and the Local Obligations; and

WHEREAS, being fully advised in the matter of the financing, this Board wishes to proceed with implementation of said financing; and

WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize the execution and delivery of certain documents in order to further implement the financing in the manner and upon the terms herein provided; and

WHEREAS, the City has determined that the issuance of the Bonds by the Authority and the acquisition of the Local Obligations will result in significant public benefits, including demonstrable savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs.

NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Brentwood Infrastructure Financing Authority as follows:

Section 1. The foregoing recitals are true and correct, and this Board so finds and determines.

Section 2. Pursuant to the Law, the Bonds shall be issued in the aggregate principal amount of not to exceed twenty million dollars ($20,000,000) provided, however, that (a) the true interest cost with respect to the Bonds shall not exceed 6.50%, and (b) the maximum term of any maturity shall not extend beyond the year 2036.

Section 3. The form and substance of the Trust Agreement is hereby approved. The Treasurer/Controller of the Authority (the “Treasurer/Controller”) or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Trust Agreement in substantially said form, with such changes therein as such officer may require or approve in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. The form and substance of the Local Obligation Purchase Contract is hereby approved. The Treasurer/Controller or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Local Obligation Purchase Contract in substantially said form, with such changes therein as such officer may require or approve in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. The form and substance of the Bond Purchase Contract is hereby approved. The Treasurer/Controller or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Contract in substantially said form, with such changes therein as such officer may require or approve in consultation with the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 6.

(a) The form and substance of the Preliminary Official Statement is hereby approved. The Treasurer/Controller or designee thereof is authorized to execute the final Official Statement to be derived therefrom.

(b) This Board hereby authorizes the Treasurer/Controller or designee thereof to find and determine that said Preliminary Official Statement in preliminary form is, and as of its date shall be deemed “final” for purpose of Rule 15c(2)-12 of the Securities and Exchange Commission, and the Treasurer/Controller or designee thereof is hereby authorized to execute a certificate to such effect in the customary form.

(c) The Treasurer/Controller or designee thereof is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by such officer as necessary to cause the information contained therein to conform to facts material to the Bonds or the Local Obligations or to the proceedings of this Board or the City Council of the City of Brentwood or that such corrections or additions are in form rather than in substance.

(d) The underwriter of the Bonds is authorized to distribute said Preliminary Official Statement and the final Official Statement to be derived therefrom in connection with the sale and delivery of the Bonds.

Section 7. The officers 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 which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved.

Section 8. This resolution shall take effect immediately upon its passage.

PASSED, APPROVED AND ADOPTED by the Governing Board of the Brentwood Infrastructure Financing Authority at a special meeting on the 11th day of July 2006 by the following vote:

AYES:
NOES:
ABSENT:
_______________________________________
Chair of the Brentwood Infrastructure
Financing Authority

ATTEST:
___________________________________
Secretary of the Brentwood
Infrastructure Financing Authority

SECRETARY’S CERTIFICATE

I, Margaret Wimberly, Secretary of the Brentwood Infrastructure 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 on the 11th day of July 2006, of which meeting all of such members had due notice, as follows:

AYES:

NOES:

ABSENT:

An agenda of said meeting was posted at least 72 hours before said meeting at 150 City Park Way, Brentwood, California, a location freely accessible to members of the public, and a brief description of said resolution appears 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: ____________, 2006

_________________________________________
Secretary of the Brentwood
Infrastructure Financing Authority

The following attachments are included with the staff report going before the City Council this evening as a Public Hearing for the Consideration of Resolutions pertaining to the approval and formation of CIFP 2006-1 and Assessment District No. 2006-1.

Attachments:
Form of Trust Agreement
Form of Preliminary Official Statement
Form of Local Obligations Purchase Contract
Form of Bond Purchase Agreement
 

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