HomeMy WebLinkAboutRES NO PBC002-13RESOLUTION NO. PES G 0 0 2 - 13
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
BAKERSFIELD PUBLIC BENEFIT CORPORATION AUTHORIZING
THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A
CERTIFICATE PURCHASE AGREEMENT, AND AN INSTALLMENT
SALE AGREEMENT IN CONNECTION WITH THE CITY OF
BAKERSFIELD GAS TAX, TRANSPORTATION IMPACT FEE AND
RESTRICTED UTILITY FRANCHISE AND SURCHARGE REVENUE
CERTIFICATES OF PARTICIPATION, SERIES 2013 (THOMAS ROADS
IMPROVEMENT PROGRAM) AND OTHER MATTERS RELATING
THERETO
RECITALS:
WHEREAS, the Bakersfield Public Benefit Corporation (the "Corporation ") is a
nonprofit public benefit corporation organized and existing under the laws of the State of
California (the "State ") and was formed to assist the City of Bakersfield (the "City "), among
other things, in the financing and /or refinancing of the Project (as defined herein), pursuant to the
Nonprofit Public Benefit Corporation Law (being Part 2 of Division 2 of Title 1 of the California
Corporations Code, as amended) and pursuant to the articles of incorporation and bylaws of the
Corporation; and
WHEREAS, the City is a charter city organized and existing under the laws of the State;
and
WHEREAS, Section 12 of Article III of the Charter of the City, authorizes the City,
among other things, to acquire property for any municipal purpose, and provide for the
construction of public improvements; and
WHEREAS, the City has determined that the design, acquisition and construction of
public street and highway projects (and as more fully described in the herein defined 2013
Installment Sale Agreement, the "Project ") is necessary and proper for, and for the benefit of, the
City, and under the terms of applicable law, the payment for such Project may be made from
(i) motor vehicle fuel tax revenues received by the City from the State (the "Gas Tax
Revenues "), and deposited into the Gas Tax Fund (as defined in the hereinafter defined 2013
Installment Sale Agreement); (ii) transportation impact fee revenues received by the City from
developers of land to mitigate traffic impacts caused by a development project (the
"Transportation Impact Fee Revenues "), and deposited into the Transportation Impact Fee Trust
Fund (as defined in the 2013 Installment Sale Agreement); (iii) certain additional electricity
franchise payments and the electricity and gas surcharge payments paid to the City by certain
franchisees for the use of the City's streets (the "Restricted Utility Franchise and Surcharge
Revenues "), and deposited into the Roads Program Utility Franchise Fee and Surcharge Fund (as
defined in the 2013 Installment Sale Agreement); and (iv) any other moneys of the City that are
legally available to pay for the Project; and
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WHEREAS, to effectuate the financing, it is proposed that the Corporation and the City
enter into that certain 2013 Installment Sale Agreement, by and between the Corporation and the
City (the "2013 Installment Sale Agreement "), pursuant to which the Corporation will acquire
and construct the Project for, and sell the Project to, the City; and
WHEREAS, pursuant to the 2013 Installment Sale Agreement, the City, acting as agent
for the Corporation, will agree to design, acquire and construct the Project using proceeds from
the sale of City of Bakersfield Gas Tax, Transportation Impact Fee and Restricted Utility
Franchise and Surcharge Revenue Certificates of Participation, Series 2013 (Thomas Roads
Improvement Program) (the "Certificates ") evidencing and representing a proportionate
undivided interests of the owners thereof in the 2013 Installment Sale Payments (the "2013
Installment Sale Payments ") to be made by the City to the Corporation under the 2013
Installment Sale Agreement; and
WHEREAS, the Board of Directors of the Corporation (the "Board of Directors ") intends
to authorize the execution and delivery of additional Contracts (as defined in the 2013
Installment Sale Agreement) at some time in the future and from time to time for the purpose of
facilitating the financing of the design, acquisition and construction of additional street and
highway improvements; and
WHEREAS, it is further proposed that the Corporation, the City and the trustee (which
shall be determined at a later date) (the "Trustee ") shall enter into a Trust Agreement (such Trust
Agreement, in the form presented to this meeting, with such changes, insertions and omissions
made pursuant to this resolution, being referred to as the "Trust Agreement ") pursuant to which
the Trustee will execute and deliver the Certificates; and
WHEREAS, the Board of Directors desire to enter into a Certificate Purchase Agreement
(the "Certificate Purchase Agreement ") by and among the District, the Corporation and the
purchaser /purchasers /underwriter /underwriters (which will be determined at a later date) (the
"Purchaser/Underwriter "), pursuant to which the Purchaser /Underwriter will agree to buy the
Certificates on the terms and conditions set forth therein; and
WHEREAS, the Corporation may determine that securing the timely payment of the
principal and interest evidenced by the Certificates by obtaining a bond insurance policy (a
"Certificate Insurance Policy ") with respect thereto issued by a municipal bond insurer could be
economically advantageous to the City; and
WHEREAS, the Corporation and the City intend to assist the Purchaser/Underwriter in
the preparation of a preliminary official statement in connection with the sale and delivery of the
Certificates, a form of such preliminary official statement to be presented to this Board of
Directors at a later date; and
WHEREAS, there have been presented to the Board of Directors the following
documents:
1. Proposed form of the Trust Agreement;
2. Proposed form of the 2013 Installment Sale Agreement; and
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3. Proposed form of the Certificate Purchase Agreement.
NOW, THEREFORE THE BOARD OF DIRECTORS OF THE BAKERSFIELD
PUBLIC BENEFIT CORPORATION DOES RESOLVE AS FOLLOWS:
Section 1. Form of the 2013 Installment Sale Agreement. The 2013 Installment Sale
Agreement in substantially the form submitted to this meeting and made a part hereof as though
set forth in full herein, be and the same is hereby approved, and the President/Executive
Manager, Vice President and/or Chief Financial Officer of the Corporation, any one or more
thereof, are hereby authorized and directed, for and in the name and on behalf of the
Corporation, to execute and deliver the 2013 Installment Sale Agreement with such changes,
insertions and omissions therein as such officers may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 2. Form of the Trust Agreement. The Trust Agreement in substantially the
form submitted to this meeting and made a part hereof as though set forth in full herein, be and
the same is hereby approved, and the President/Executive Manager, Vice President and/or Chief
Financial Officer of the Corporation, any one or more thereof, are hereby authorized and
directed, for and in the name and on behalf of the Corporation, to execute and deliver a Trust
Agreement in substantially said form, with such changes, insertions and omissions therein as
such officers may require or approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 3. Form of the Certificate Purchase Agreement. The Certificate Purchase
Agreement in substantially the form submitted to this meeting and made a part hereof as though
set forth in full herein, be and the same is hereby approved, and the President/Executive
Manager, Vice President and /or Chief Financial Officer of the Corporation, any one or more
thereof, are hereby authorized and directed, for and in the name and on behalf of the
Corporation, to execute and deliver a Certificate Purchase Contract in substantially such form,
with such changes, insertions and omissions therein as such officers may require or approve,
such approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. Authorization to Obtain Certificate Insurance Policy. The Corporation is
hereby authorized to apply for a Certificate Insurance Policy for the Certificates and to obtain
such Certificate Insurance Policy if the present value cost of such Certificate Insurance Policy is
less than the present value of the estimated interest savings with respect to the Certificates.
Section 5. Additional Authorization. The President/Executive Manager, Vice
President and /or Chief Financial Officer of the Corporation and the other officers of the
Corporation 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 consummate the offer and sale of the Certificates, and otherwise to carry out, give
effect to and comply with the terms and intent of this resolution and the Certificates. Such
actions heretofore taken by such officers are hereby ratified, confirmed and approved.
Section 6. Severability. The provisions of this resolution are hereby declared to be
severable and if any section, phrase or provision shall for any reason be declared to be invalid,
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such declaration shall not affect the validity of the remainder of the sections, phrases and
provisions hereof.
Section 7. Attestations. The secretary is hereby authorized and directed to attest the
signature of the President/Executive Manager, Vice President and /or Chief Financial Officer of
the Corporation, as may be required or appropriate in connection with the execution and delivery
of said 2013 Installment Sale Agreement, Trust Agreement and Certificate Purchase Contract.
Section 8. Governing Law. This resolution shall be construed and governed in
accordance with the laws of the State of California.
Section 9. Effective Date of Resolution. This resolution shall take effect immediately
upon its passage.
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PASSED AND ADOPTED THIS 25`b day of
LIM
Attest:
By —"4,4 ,d�
Roberta Gafford, Secreta
I, Roberta Gafford, Secretary for the Bakersfield Public Benefit Corporation, do hereby
certify that the foregoing resolution was passed and adopted at a meeting of the Board of
Directors held on the 25th day of September, 2013, by the following vote:
✓ ✓
A e Directors: RIVERA. WEIR, SMITH, HANSON, SULL�VAN, JOHN, L
N, HAL
Directors: MAXWELL
Absent: Directors: NONE
Abstain: Directors: NONE
By
Roberta Gafford, Secretar
Approved a o form by:
By
Virgi4 Gennar , Counsel to the
Bakersfield Public Benefit Corporation
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