Councilors Shannon,
Bushor, Paul, Decelles: Bd. of Finance
Pending BOF approval on 11/13/12
BURLINGTON INTERNATIONAL AIRPORT
SUPPLEMENTAL RESOLUTION NO. 4
In the year Two Thousand Twelve………………………………………………………………………
Resolved by the City Council of the City of Burlington, as follows:
Section 1
Authorization
The City Council hereby authorizes the issuance of airport revenue bonds in an aggregate principal amount not to exceed $30,000,000 to, along with other available funds, provide for: (a) the current refunding of (i) the Series 1997 Bonds (as defined below), (ii) the Series 2000 Bonds (as defined below), and (iii) the 2011 BAN (as defined below); (b) the funding of the Debt Service Reserve Fund and (c) payment of the costs of issuance of such bonds. The City Council deems the issuance of revenue bonds as hereby authorized to be in the public interest.
The bonds are to be issued pursuant to this Supplemental Resolution as Additional Bonds under the General Bond Resolution (as defined below). The bonds are to be issued in three series: (1) the Airport Revenue Refunding Bonds, Series 2012A (Non-AMT) (the “Series 2012A Bonds”); (2) the Airport Revenue Refunding Bonds, Series 2012B (AMT) (the “Series 2012B Bonds”); and (3) the Airport Revenue Refunding Bonds, Series 2012C (Taxable) (the “Series 2012C Bonds” and, together with the Series 2012B Bonds and the Series 2012A Bonds, collectively the “Series 2012 Bonds”).
The Series 2012 Bonds are expected to be issued in the following par amounts such that the proceeds, together with other available funds, will be sufficient to (1) refund the outstanding Series 1997 Bonds and Series 2000 Bonds and the 2011 BAN, (2) fund the Debt Service Reserve Fund, and (3) pay costs of issuance of the Series 2012 Bonds;
Series 2012A Bonds / $ 17,830,000Series 2012B Bonds / $ 6,790,000
Series 2012C Bonds / $ 240,000
For (i) the refunding of the Series 1997 Bonds and the Series 2000 Bonds, an amount necessary to pay the interest accrued through the date of redemption of such Bonds, and (ii) for the refinancing and payment of the 2011 BAN, an amount necessary to pay the interest accrued through the date of payment of the 2011 BAN, shall be added when computing the amount of Series 2012 Bonds to be issued. In addition, a principal amount of Series 2012 Bonds will be issued which, together with other available funds, will be sufficient to (i) fund the Debt Service Reserve Fund up to the Debt Service Reserve Fund Requirement and (ii) pay the expected costs of issuance of the Series 2012 Bonds.
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BURLINGTON INTERNATIONAL AIRPORT
SUPPLEMENTAL RESOLUTION NO. 4
Section 2Delegation to Board of Finance
The City Council has determined that flexibility is required with respect to the offering and award of the Series 2012 Bonds in order to attain the lowest interest cost with respect to the Series 2012 Bonds. Accordingly, the City Council determines to delegate certain authority relating to the sale and issuance of the Series 2012 Bonds to the Board of Finance (the “Board”) and Chief Administrative Officer (or Interim Chief Administrative Officer) of the City.
To provide greater specificity regarding the scope of such delegation, the City Council hereby delegates to the Board and the City’s Chief Administrative Officer (or Interim Chief Administrative Officer) the power to do and carry out the following:
(a) To determine the aggregate principal amount of the Series 2012 Bonds, in an amount not to exceed the amount authorized in the first paragraph of 0 hereof, and to determine that the proceeds to be derived from the issuance of such Bonds will be sufficient for the related purposes described in this Supplemental Resolution;
(b) To determine the maturities and maturity amounts of each Series of the Series 2012 Bonds;
(c) To determine which Series 2012 Bonds are to be designated as serial bonds and which Series 2012 Bonds are to be designated as term bonds, and to determine the sinking fund requirements for any such term bonds;
(d) To determine the interest rate or rates for the Series 2012 Bonds, provided that the interest rate on any Series 2012 Bond shall not exceed six and one-quarter percent (6.25%) per annum;
(e) To determine the redemption provisions of the Series 2012 Bonds in accordance with the provisions of 0 hereof;
(f) To determine the dated date of the Series 2012 Bonds;
(g) To determine the date or dates of sale and issuance of the Series 2012 Bonds;
(h) To determine whether the Series 2012 Bonds, or any portion thereof, shall benefit from the issuance of an insurance policy or other form of credit enhancement;
(i) If a form of credit enhancement supports the payment of the principal of and interest on all or a portion of the Series 2012 Bonds, to accept provisions which are a condition precedent to the issuance of the form of credit enhancement to the extent such provisions are not inconsistent with the Resolution, or any provision of this Supplemental Resolution;
(j) To designate additional Authorized Officers of the City under the Resolution; and
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BURLINGTON INTERNATIONAL AIRPORT
SUPPLEMENTAL RESOLUTION NO. 4
(k) To determine such other provisions of the Series 2012 Bonds as the Board shall deem in the best interest of the City.
By further resolution at the time of and in connection with the sale of the Series 2012 Bonds, the Board shall award the Series 2012 Bonds to Jefferies & Company, Inc. (the “Underwriter”) and shall complete this Supplemental Resolution by insertion of the maturities, principal amounts, interest rates, redemption provisions, the period or periods over which all or any portion or portions of the interest are to be capitalized, and any other changes to the terms and provisions hereof which do not materially alter the substance of the transaction authorized hereby, and to approve the Underwriter’s underwriting discount, and any original issue discount or original issue premium to be paid upon issuance of the Series 2012 Bonds, all of which are to be determined in the discretion of the Board; provided, however, that the principal amount of Series 2012 Bonds issued hereunder shall not exceed the amount specified in the first paragraph of 0 hereof, allowing for original issue discount or original issue premium; and provided further that the interest rate for any Series 2012 Bonds shall not exceed six and one-quarter percent (6.25%) per annum. At or prior to the delivery of the Series 2012 Bonds, the Chief Administrative Officer (or Interim Chief Administrative Officer) of the City shall execute a certificate setting forth the price at which the Series 2012 Bonds are sold and the interest rates on the Series 2012 Bonds and the execution of conclusive evidence of the approval of the Board thereof in accordance with this Supplemental Resolution.
Section 3Definitions
(a) Except as provided in subsection (b) of this section or unless the context clearly indicates some other meaning, the terms used in this Supplemental Resolution which are defined in the General Bond Resolution (the “General Bond Resolution”) adopted by the City Council on May 6, 1997, as supplemented by Supplemental Resolution No. 1 (“Supplemental Resolution No. 1”) adopted by the City Council on May 6, 1997, as further supplemented by Supplemental Resolution No. 2 (“Supplemental Resolution No. 2”) adopted by the City Council on May 1, 2000, and as further supplemented by Supplemental Resolution No. 3 (“Supplemental Resolution No. 3”) adopted by the City Council on June 2, 2003, have the same meaning in this Supplemental Resolution as in the General Bond Resolution, Supplemental Resolution No. 1, Supplemental No. 2 and Supplemental Resolution No. 3. The General Bond Resolution as amended and supplemented from time to time by Supplemental Resolutions is hereinafter referred to as the “Resolution”.
(b) In this Supplemental Resolution unless a different meaning clearly appears from the context:
“BOF Resolution” means the resolution adopted by the Board pursuant to 0 hereof.
“Heritage Flight Property” means the approximate 1.5 acre parcel of land, located at 265 Aviation Avenue and located within the Industrial Park, leased by the City to the Burlington Community Development Corporation (“BCDC”), together with the approximate 40,000 square foot aviation support hangar building thereon, all as subleased by BCDC to Elan Air, Inc. (d/b/a/ Heritage Flight). The aviation support hangar building was built in 2006.
“Parking Expansion Project” means the expansion of the Airport parking garage as set forth in the Warning for the City vote held March 2, 2010.
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BURLINGTON INTERNATIONAL AIRPORT
SUPPLEMENTAL RESOLUTION NO. 4
“Prior Bonds” means the Series 1997 Bonds, the Series 2000 Bonds and the Series 2003 Bonds.
“Series 1997 Bonds” means, collectively, the City of Burlington, Vermont Airport Revenue Bonds, Series 1997A (Non-AMT) issued in the original principal amount of $12,380,000 (the “Series 1997A Bonds”), and Airport Revenue Bonds, Series 1997B (AMT) issued in the original principal amount of $7,450,000 (the “Series 1997B Bonds”).
“Series 2000 Bonds” means the City of Burlington, Vermont Airport Revenue Bonds, Series 2000 (AMT) issued in the original principal amount of $10,435,000.
“Series 2003 Bonds” means, collectively, the City of Burlington, Vermont Airport Revenue Bonds, Series 2003A (Non-AMT) issued in the original principal amount of $17,580,000, and Airport Revenue Bonds, Series 2003B (AMT) issued in the original principal amount of $7,220,000.
“2011 BAN” means the City’s $12,000,000 Subordinate Airport Improvement Bond Anticipation Note, Series 2011, dated June 27, 2011 and issued in the original principal amount of $12,000,000.
(c) The City hereby designates the Chief Administrative Officer of the City as an Authorized Officer under the Resolution.
Section 4Authorization of Series 2012A Bonds
There shall be issued a Series of Additional Bonds designated “Airport Revenue Refunding Bonds, Series 2012A (Non-AMT)” in the total principal amount of $______. The Series 2012A Bonds shall bear interest at the rates and shall mature on July 1 in each of the years and in the principal amounts as shown below:
Year / Principal Amount / Interest Rate2013 / $ ______/ ___ %
2014 / $ ______/ ___ %
2015 / $ ______/ ___ %
2016 / $ ______/ ___ %
2017 / $ ______/ ___ %
2018 / $ ______/ ___ %
2019 / $ ______/ ___ %
2020 / $ ______/ ___ %
2021 / $ ______/ ___ %
The Series 2012A Bonds maturing July 1, 20__ shall be Term Bonds with respect to which payments are required to be made into the Sinking Fund Account to provide for their redemption as set forth in Section 8 hereof.
The Series 2012A Bonds shall be issued only as fully-registered bonds in the denomination of $5,000, or any whole multiple thereof. The Series 2012A Bonds shall be dated their date of original delivery, and shall be numbered in numerical order from AR-1 upwards in chronological order as issued.
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BURLINGTON INTERNATIONAL AIRPORT
SUPPLEMENTAL RESOLUTION NO. 4
The Series 2012A Bonds shall bear interest from their date of original delivery, payable on July 1, 2013, and semiannually thereafter on each July 1 and January 1. Interest shall be paid by the Trustee by check or draft mailed to the registered owner at the owner’s address as it appears on the registration books kept pursuant to the Resolution. The principal of and premium, if any, on the Series 2012A Bonds shall be payable at the principal office of the Trustee.
The Series 2012A Bonds, registration provisions and forms of authentication and assignment pertaining thereto shall be in substantially the form set forth in Appendix A and 0 hereof, with necessary or appropriate variations, omissions and insertions which are incidental to their series, numbers, denominations, maturities, interest rates, paying agencies, registration provisions, redemption provisions and other details.
Section 5Authorization of Series 2012B Bonds
There shall be issued a Series of Additional Bonds designated “Airport Revenue Refunding Bonds, Series 2012B (AMT)” in the total principal amount of $______. The Series 2012B Bonds shall bear interest at the rates and shall mature on July 1 in each of the years and in the principal amounts as shown below:
Year / Principal Amount / Interest Rate2013 / $ ______/ ___ %
2014 / $ ______/ ___ %
2015 / $ ______/ ___ %
2016 / $ ______/ ___ %
2017 / $ ______/ ___ %
2018 / $ ______/ ___ %
[The Series 2012B Bonds maturing July 1, 20__ shall be Term Bonds with respect to which payments are required to be made into the Sinking Fund Account to provide for their redemption as set forth in Section 8 hereof.]
The Series 2012B Bonds shall be issued only as fully-registered bonds in the denomination of $5,000, or any whole multiple thereof. The Series 2012B Bonds shall be dated their date of original delivery, and shall be numbered in numerical order from BR-1 upwards in chronological order as issued.
The Series 2012B Bonds shall bear interest from their date of original delivery, payable on July 1, 2013, and semiannually thereafter on each July 1 and January 1. Interest shall be paid by the Trustee by check or draft mailed to the registered owner at the owner’s address as it appears on the registration books kept pursuant to the Resolution. The principal of and premium, if any, on the Series 2012B Bonds shall be payable at the principal office of the Trustee.
The Series 2012B Bonds, registration provisions and forms of authentication and assignment pertaining thereto shall be in substantially the form set forth in Appendix A and 0 hereof, with necessary or appropriate variations, omissions and insertions which are incidental to their series, numbers, denominations, maturities, interest rates, paying agencies, registration provisions, redemption provisions and other details.