HomeMy WebLinkAboutRES NO 078-15RESOLUTION NO. 078-1.9
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $177,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF BAKERSFIELD, CALIFORNIA WASTEWATER REVENUE
REFUNDING BONDS SERIES 2015A, APPROVING A FOURTH
SUPPLEMENTAL TRUST INDENTURE, AN OFFICIAL STATEMENT, A
BOND PURCHASE CONTRACT, AN ESCROW AGREEMENT, AND A
CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING AND
DIRECTING ADDITIONAL ACTIONS IN CONNECTION WITH THE
ISSUANCE OF THE REVENUE REFUNDING BONDS.
(Wastewater Revenue Refunding Bonds Series 2015A)
WHEREAS, the City of Bakersfield (the "City ") is a charter city organized and existing
under the laws of the State of California (the "State "); and
WHEREAS, the City now owns and operates a municipal sewer system (the
"Enterprise "); and
WHEREAS, the City Council (the "Council ") of the City, acting under and pursuant to
the powers reserved to the City under Sections 3, 5 and 7 of Article XI of the Constitution of the
State of California and Section 33.3 of the Charter of the City, has enacted the City of
Bakersfield Enterprise Revenue Bond Law (the "Law "), being Chapter 3.55 of the Municipal
Code of the City, which incorporates, to the extent made applicable by the Law, the Revenue
Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the California Government Code,
as enacted and as thereafter amended; and
WHEREAS, the Law authorizes the City to issue enterprise revenue bonds for the
purposes set forth therein; and
WHEREAS, the City has determined that it is necessary and advisable to issue, from time
to time, one or more series of Bonds (as defined in the Master Trust Indenture, dated as of
August 1, 2007 (the "Master Trust Indenture "), by and between the City and U.S. Bank National
Association (the "Trustee ")) for the purposes set forth in the Law and the Master Trust Indenture,
and that such Bonds be payable from and secured by Net Revenues (as defined in the Master
Trust Indenture); and
WHEREAS, the City previously issued its City of Bakersfield, California Wastewater
Revenue Bonds Series 2007A (the "Series 2007A Bonds ") in the initial aggregate principal
amount of $190,695,000; and
WHEREAS, the City has determined that it is in its best interest to issue one or more
series of Bonds in an aggregate principal amount not to exceed $177,000,000 for the purpose of
refunding all or a portion of the outstanding Series 2007A Bonds (the "Series 2007A Refunded
Bonds "), which the City expects will result in debt service savings to the City; and
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WHEREAS, the City has determined that the bonds issued to refund the Series 2007A
Refunded Bonds shall be designated as City of Bakersfield, California Wastewater Revenue
Refunding Bonds, Series 2015A (the "Series 2015A Bonds "); and
WHEREAS, the City has previously entered into the State Revolving Fund Loan
Program Contract No. 7- 806 - 550 -0, dated as of September 3, 1997 (the "State Loan "), by and
between the City, and the State, acting through the State Water Resources Control Board (the
"State Water Board ") whereby the City borrowed $14,954,054 from the State Revolving Fund
Loan Program to pay a portion of the costs and expenses of an upgrade and expansion to the
Enterprise's Wastewater Treatment Plant 2; and
WHEREAS, pursuant to the State Loan, the City has granted to the State a first lien (but
not necessarily an exclusive lien) on and pledge of the Net Revenues; and
WHEREAS, under the terms of the State Loan, the City may create a charge or lien on
the Net Revenues on a parity with or subordinated to the charge or lien of the State Loan; and
WHEREAS, the City previously issued, pursuant to the terms of the Master Indenture,
and a third supplement thereto, its City of Bakersfield, California Wastewater Revenue Bonds
Series 2012A (the "Series 2012A Bonds ") in the initial aggregate principal amount of
$25,000,000 and such Series 2012A Bonds are secured by a pledge of Net Revenues; and
WHEREAS, the Series 2015A Bonds will be issued on a parity with the State Loan, the
Series 2007A Bonds (that remain outstanding after the issuance of the Series 2015A Bonds) and
the Series 2012A Bonds; and
WHEREAS, the Series 2015A Bonds will be issued pursuant to the Law, certain other
provisions of the laws of the State (including Section 53580 et seq. of the California Government
Code), the Master Trust Indenture and the Fourth Supplemental Indenture (as hereinafter
defined); and
WHEREAS, the Series 2015A Bonds will be issued so that the interest paid on the
Series 2015A Bonds will be excluded from the gross income of the recipients thereof under the
varying provisions of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder or related thereto (collectively, the "Code "); and
WHEREAS, City staff has recommended the selection of U.S. Bank National Association
to act as escrow agent (the "Escrow Agent ") under the Escrow Agreement (as hereinafter
defined); and
WHEREAS, City staff has recommended the selection of Citigroup Global Markets Inc.
(senior book runner), Merrill Lynch, Pierce, Fenner & Smith Incorporated (co- manager) and
Morgan Stanley & Co. LLC (co- manager) to act as underwriters of the Series 2015A Bonds (the
"Underwriters "); and
WHEREAS, there have been prepared and submitted to the City Clerk for consideration
of this Council forms of the following documents:
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(a) a form of the Fourth Supplemental Trust Indenture (the "Fourth
Supplemental Indenture ") by and between the City and the Trustee;
(b) a form of the final Official Statement (the "Official Statement ") relating to
the issuance of the Series 2015A Bonds;
(c) a form of the Bond Purchase Contract (the "Bond Purchase Contract ") by
and among the Underwriters and the City with respect to the purchase and sale of the
Series 2015A Bonds;
(d) a form of the Escrow Agreement (the "Escrow Agreement "), by and
between the City and U.S. Bank National Association, as Trustee and Escrow Agent, to
be entered into with respect to the Series 2007A Bonds; and
(g) a form of a Continuing Disclosure Certificate (the "Continuing
Disclosure Certificate ") by the City; and
WHEREAS, said documents will be modified and amended to reflect the various details
applicable to the Series 2015A Bonds and said documents are subject to completion to reflect the
results of the sale of the Series 2015A Bonds;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bakersfield
as follows:
Section 1. Issuance of Series 2015A Bonds; Terms of Series 2015A Bonds. For
the purposes set forth in the foregoing recitals, the City hereby authorizes the issuance of its
Series 2015A Bonds in an aggregate principal amount not to exceed $177,000,000, plus the
amount of any original issue premium (subject to the limitations set forth in this Resolution) at
which the Series 2007A Bonds may be sold. The proceeds from such Series 2015A Bonds, and
any other moneys made available in connection with the advance refunding of the Series 2007A
Refunded Bonds, may be used to pay the costs of issuance and fund an escrow fund to pay the
principal and interest on the Series 2007A Bonds on the applicable redemption date. In addition
to the above use of the Series 2015A Bonds proceeds, the proceeds from such Series 2015A
bond proceeds may be used to fund a reserve fund for the Series 2015A Bonds and/or purchase a
reserve fund surety policy, and pay for a municipal bond insurance policy relating to the Series
2015A Bonds, if it is determined by the Finance Director of the City that bond insurance results
in savings to the City.
The Series 2015A Bonds shall be in fully registered form and may be issued as Book
Entry Bonds as provided for in the Master Trust Indenture and the Fourth Supplemental
Indenture. Payment of principal of and interest on the Series 2015A Bonds shall be made at the
place or places and in the manner provided in the Master Trust Indenture and the Fourth
Supplemental Indenture.
The Series 2015A Bonds shall be issued as current interest bonds and shall be initially
available in denominations of $5,000 and integral multiples thereof. The Series 2015A Bonds
shall, when issued, be in the aggregate principal amounts and shall be dated as shall be provided
in the final form of the Fourth Supplemental Indenture. The Series 2015A Bonds may be issued
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as serial bonds and /or term bonds or as both serial and term bonds, all as set forth in the Master
Trust Indenture and the Fourth Supplemental Indenture. Except as otherwise permitted under
this Resolution, each maturity of the Series 2015A Bonds shall bear interest at a rate not in
excess of 5.5% per annum. Interest on the Series 2015A Bonds shall be paid on the dates set
forth in the Master Trust Indenture and the Fourth Supplemental Indenture. The Series 2015A
Bonds shall mature no later than September 15, 2033. The Series 2015A Bonds shall be sold in a
manner by which the interest thereon is excludable from gross income under the Code. The
Series 2015A Bonds shall be subject to redemption at the option of the City on such terms and
conditions as shall be set forth in the Master Trust Indenture and the Fourth Supplemental
Indenture. The Series 2015A Bonds which are term bonds shall also be subject to mandatory
sinking fund redemption as shall be set forth in the Master Trust Indenture and the Fourth
Supplemental Indenture.
Section 2. Pledge to Secure the Series 2015A Bonds. The pledge to secure the
Series 2015A Bonds as set forth in the Master Trust Indenture and the Fourth Supplemental
Indenture is hereby approved. Net Revenues are hereby irrevocably pledged in accordance with
the terms of the Master Trust Indenture and the Fourth Supplemental Indenture and the pledge to
secure the Series 2015A Bonds as set forth in the Master Trust Indenture and the Fourth
Supplemental Indenture is hereby approved.
Section 3. Special Obligations. The Series 2015A Bonds shall be special
obligations of the City, secured by, and payable from, Net Revenues and from the funds and
accounts held by the Trustee and the City under the Master Trust Indenture and the Fourth
Supplemental Indenture, as and to the extent therein described. The Series 2015A Bonds shall
also be secured by and be paid from such other sources as the City may hereafter provide.
Section 4. Forms of Series 2015A Bonds. The Series 2015A Bonds and the
Trustee's Certificate of Authentication to appear thereon shall be in substantially the form set
forth in Exhibit A to the Fourth Supplemental Indenture with necessary or appropriate variations,
omissions and insertions as permitted or required by the Master Trust Indenture or the Fourth
Supplemental Indenture or as appropriate to adequately reflect the terms of the Series 2015A
Bonds and the obligation represented thereby.
Section 5. Execution of the Series 2015A Bonds. Each of the Series 2015A Bonds
shall be executed by the Mayor or the City Manager of the City (each a "Designated Officer ")
and attested by the Finance Director or Clerk of the City. Any such signatures may be by
manual or facsimile signature and the seal of the City may be impressed or printed on the
Series 2015A Bonds. Additionally, each of the Series 2015A Bonds shall be authenticated by
the signature of the Trustee or an agent of the Trustee as required and permitted by the Master
Trust Indenture and the Fourth Supplemental Indenture. Any facsimile signature of such
Designated Officer of the City shall be of the same force and effect as if such signature were
manually placed on such Series 2015A Bonds.
Section 6. Approval of Documents; Authorization for Execution. The form,
terms and provisions of the Fourth Supplemental Indenture, the Escrow Agreement and the
Continuing Disclosure Certificate (collectively, the "Documents ") are in all respects approved
and the Mayor of the City, the City Manager, the Finance Director of the City, the City Attorney
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and such other officers as are specified by each of the respective Documents (together with any
designee in writing of any such officer; all references hereinafter in this resolution to any officer
of the City shall be deemed to include any designee in writing of such officer) are hereby
authorized, empowered and directed to execute, acknowledge and deliver each of the Documents
including counterparts thereof, in the name and on behalf of the City. The Documents, as
executed and delivered, shall be in substantially the forms now before this meeting and hereby
approved, or with such changes therein (including any changes required by a municipal bond
insurer or insurers in order to obtain a municipal bond insurance policy or policies with respect
to the Series 2015A Bonds or a reserve fund surety policy or policies) as shall be approved by
the officer or officers of the City executing the same; the execution thereof shall constitute
conclusive evidence of the City's approval of any and all changes or revisions therein from the
forms of the Documents now before this meeting; and from and after the execution and delivery
of the Documents, the officers, agents and employees of the City are hereby authorized,
empowered and directed to do all such acts and things and to execute all such documents as may
be necessary to carry out and comply with the provisions of the Documents.
Section 7. Sale of the Series 2015A Bonds. The sale of the Series 2015A Bonds is
hereby approved through a private, negotiated sale to the Underwriters. The Mayor of the City,
the City Attorney, the City Manager and the Finance Director of the City, or any one of them, are
hereby authorized to approve the final terms of the sale of the Series 2015A Bonds subject to the
terms, conditions and restrictions set forth in this Resolution.
The Series 2015A Bonds shall be sold with an underwriters' discount and /or underwriting
fee as set forth in the Bond Purchase Contract, in an amount not to exceed 0.2% of the aggregate
principal amount of the Series 2015A Bonds, and subject to the terms and conditions set forth in
the Bond Purchase Contract. Additionally, the Series 2015A Bonds may be sold to the
Underwriters at a discount or a premium.
The form, terms and provisions of the Bond Purchase Contract now before this meeting
are in all respects hereby approved and the Mayor of the City, the City Attorney, the City
Manager and the Finance Director of the City are hereby authorized and empowered, either alone
or in combination, to execute and deliver the Bond Purchase Contract, including counterparts
thereof, in the name and on behalf of the City. The Bond Purchase Contract, as executed and
delivered, shall be in substantially the form now before this meeting and hereby approved, or
with such changes therein as shall be approved by the officer(s) executing the same; the
execution thereof shall constitute conclusive evidence of the City's approval of any and all
changes or revisions therein from the form of the Bond Purchase Contract now before this
meeting; and from and after the execution and delivery of the Bond Purchase Contract, the
officers, agents and employees of the City are hereby authorized, empowered and directed to do
all such acts and things and to execute all such documents as may be necessary to carry out and
comply with the provisions of the Bond Purchase Contract.
Section 8. Official Statement. The form of the Official Statement now before this
meeting is in all respects hereby approved to be used in connection with the sale of the
Series 2015A Bonds to the public. The Official Statement shall be in substantially the form now
before this meeting and hereby approved, or with such changes therein as shall be approved by
the Mayor of the City, the City Manager and the Finance Director of the City, or any one of
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them. The Mayor of the City, the City Manager, the Finance Director of the City, or any one of
them, are hereby authorized and directed to execute the Official Statement in the name and on
behalf of the City. The execution thereof shall constitute conclusive evidence of the City's
approval of any and all changes or revisions therein from the form of the Official Statement now
before this meeting. The Official Statement shall be circulated (via printed format and/or
electronic means) for use in selling the Series 2015A Bonds at such time or times as the Mayor
of the City, the City Manager, the Finance Director of the City, or any one of them, (after
consultation with the City's bond counsel and disclosure counsel and such other advisors the
City believes to be useful) shall determine that each Official Statement is a "final official
statement" within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act
of 1934, as amended ( "Rule 15c2 -12 "), and any such action previously taken is hereby
confirmed, ratified and approved. The Underwriter is hereby authorized to distribute (via printed
format and /or electronic means) the Official Statement, in connection with the sale of the
Series 2015A Bonds to the public.
Section 11. Paying Agent and Registrar. The City hereby appoints U.S. Bank
National Association as paying agent (the "Paying Agent ") and as registrar (the "Registrar ") for
the Series 2015A Bonds. Such appointments shall be effective upon the issuance of the
Series 2015A Bonds, respectively, and shall remain in effect until the City shall, by supplemental
agreement or by resolution, name a substitute or successor thereto.
Section 12. Escrow Agent. The City hereby appoints U.S. Bank National
Association, as the Escrow Agent, in connection with the advanced refunding and defeasance of
the Series 2007A Refunded Bonds. Such appointment shall be effective upon the execution and
delivery of the Escrow Agreement and shall remain in effect until the City shall, by resolution,
name a substitute or successor thereto.
Section 13. Authorization for Provision for Reserve Funds. A portion of the
proceeds of the Series 2015A Bonds may be used to fund a reserve fund for the Series 2015A
Bonds, or to pay costs of a surety bond or any other surety device for the reserve fund as may be
set forth in the Fourth Supplemental Indenture.
Section 14. Additional Authorization. The Mayor of the City, the City Manager, the
Finance Director of the City, the City Attorney and all officers, agents and employees of the
City, for and on behalf of the City, be and they hereby are authorized and directed to do any and
all things necessary to effect the execution and delivery of the Series 2015A Bonds, the
Documents, the Official Statement and the Bond Purchase Contract and to carry out the terms
thereof. The Mayor of the City, the City Manager, the Finance Director of the City, the City
Attorney and all other officers, agents and other employees of the City are further authorized and
directed, for and on behalf of the City, to execute all papers, documents, certificates and other
instruments that may be required in order to carry out the authority conferred by this Resolution
and by the Series 2015A Bonds, the Documents, the Official Statement and the Bond Purchase
Contract or to evidence the same authority and its exercise. The foregoing authorization
includes, but is in no way limited to, authorizing City staff to pay costs of issuance of the
Series 2015A Bonds and the underwriting fees; authorizing the Finance Director of the City to
direct the investment of the proceeds of the Series 2015A Bonds in one or more of the permitted
investments provided for under the Master Trust Indenture and the Fourth Supplemental
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Indenture (including, but not limited to, investment agreements) and to execute any documents
relating to such investments; and authorizing the execution by the Mayor of the City, the City
Manager, the Finance Director of the City, or any of them, of a tax compliance certificate as
required by the Master Trust Indenture and the Fourth Supplemental Indenture for the purpose of
complying with the arbitrage and rebate requirements of the Code, any documents required by
The Depository Trust Company in connection with the Book -Entry Bonds (as defined in the
Fourth Supplemental Indenture) and any notices of the advance refunding and defeasance of the
Series 2007A Refunded Bonds required pursuant to the Master Trust Indenture and the First
Supplemental Indenture.
Section 15. Costs of Issuance. The City authorizes funds of the City, together with
the proceeds of the Series 2015A, to be used to pay costs of issuance of the Series 2015A Bonds,
including, but not limited to, costs and expenses of attorneys, accountants and financial advisors,
underwriting fees, costs associated with rating agencies, the Trustee, the Escrow Agent, bond
issuance and surety bonds, printing, publications and mailing expenses; and any related filing
fees thereof.
Section 16. Severability. The provisions of this Resolution are hereby declared to be
severable and, if any section, phrase or provisions shall for any reason be declared to be invalid,
such declaration shall not affect the validity of the remainder of the sections, phrases and
provisions hereof.
Section 17. Governing Law. This resolution shall be construed and governed in
accordance with the laws of the State of California.
Section 18. Repeal of Inconsistent Resolutions. All other resolutions of the City, or
parts of resolutions, inconsistent with this Resolution, are hereby repealed to the extent of such
inconsistency.
Section 19. Effective Date of Resolution. This Resolution shall take effect
immediately upon its passage.
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HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the City
Council of the City of Bakersfield at a regular meeting thereof held on June 24, 2015, by the
following vote:
RIVERA, MAXWELL, WEIR, SMITH, HANSON, SULLIVAN, PARLIER
AYE COUNCILMEMBER P,%%J 1'G. tAC%XW j1 uJ¢ ✓. SM1 St4l I I AN �eA. f�
NOES: COUNCILMEMBER NQNL
ABSTAIN: COUNCILMEMBER
NONA-
(BSEN : OUNCILMEMBER
City Clerk and Ex Officio Cle
of the Council of the City of Bakersfield
APPROVED this 24`" day of June, 2015.
HARVEY L. HALL
Mayor of the City of
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Y�I't
By:
VIRGIAIA GE ARO
City Attorney
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