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HomeMy WebLinkAboutRES NO 134-17N ,c mK RESOLUTION NO. 13 4- 17 X -Ref. 1- I1-140l n -Wt A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $25 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF BAKERSFIELD, CALIFORNIA, DOMESTIC WATER REVENUE BONDS SERIES 2017A, APPROVING A MASTER TRUST INDENTURE, A FIRST SUPPLEMENTAL TRUST INDENTURE, PRELIMINARY AND FINAL OFFICIAL STATEMENTS, A BOND PURCHASE CONTRACT-AND A CONTINUING DISCLOSURE CERTIFICATE, AND AUTHORIZING AND DIRECTING ADDITIONAL ACTIONS IN CONNECTION WITH RESPECT THERETO. (Domestic Water Revenue Bonds, Series 2017A) 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 presently owns a domestic water system whose facilities famish water service to residential and commercial customers within the City's geographic boundaries and such additional areas as may be added to or serviced by the domestic water 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 Section 3, 5 and 7 of Article XI of the Constitution of the State and Section 33.3 of the Charter of the City (the "Charter "), has enacted the City of Bakersfield Enterprise Revenue Bond Law (the "Bond 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, pursuant to the Charter and the Bond Law, the City has the power to authorize and issue revenue bonds to finance the acquisition, construction and improvement of, including the reconstruction, replacement, extension, repair, betterment and equipment for, any revenue producing improvement, building, system, plant, works, facility or undertaking used for any public purpose; and WHEREAS, the Charter and the Bond Law authorize the City to issue enterprise revenue bonds for the purposes set forth therein; and WHEREAS, pursuant to the Charter, the City has previously established a special fund for its domestic water system Enterprise (the "Domestic Water Fund ") and funds derived from the Enterprise are deposited in the Domestic Water Fund, which is segregated from all other revenues and general funds of the City and such Domestic Water Fund is not maintained from amounts deposited in the City's general fund; and WHEREAS, the City operates groundwater wells, and in order to provide treatment for contamination of the synthetic organic chemical 1,2,3- trichloropropane ( "TCP ") found in the groundwater and to comply with certain rules promulgated by the State Water Resources Control 4816 - 1825 -D8264 �$AKF9 o s.. > m U � ORIGINAL Board (the "SWRCB ") regarding the maximum contaminant level ( "MCL ") for TCP and to protect the health of the public, the City intends to finance the installation of wellhead treatment systems at each groundwater well in accordance with such SWRCB rules (the "Series 2017A Project') and finance costs related to the Series 2017A Project; 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 hereinafter defined Master Trust Indenture) for the purposes set forth in the Bond Law, the Master Trust Indenture (as hereinafter defined) and the First Supplemental Trust Indenture (as hereinafter defined), and that such Bonds be payable from and secured by Net Revenues (as defined in the Master Trust Indenture); and WHEREAS, the City has determined that it is in its best interests to issue one or more series of Bonds in an aggregate principal amount not to exceed $25 million in order to finance a portion of the cost and expense of the acquisition, construction, improvement and equipping the Series 2017A Project; and WHEREAS, the City has determined that such Bonds shall be designated as the City of Bakersfield, California, Domestic Water Revenue Bonds, Series 2017A (the "Series 2017A Bonds "); and WHEREAS, the Series 2017A Bonds will be issued pursuant to the Charter, the Bond Law, certain other provisions of the laws of the State, the Master Trust Indenture and the First Supplemental Indenture; and WHEREAS, the Series 2017A Bonds will be issued so that the interest paid on the Series 2017A Bonds will be excludable from the gross income of the recipients thereof under the provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or related thereto (collectively, the "Code "); and WHEREAS, City staff has selected Citigroup Global Markets Inc. (the "Underwriter ") as the underwriter of the Series 2017A Bonds; and WHEREAS, City staff has recommended the selection of U.S. Bank National Association to act as trustee (the "Trustee ") under the Master Trust Indenture and the First Supplemental Indenture; and WHEREAS, there have been prepared and submitted to the City Clerk for consideration of this Council forms of the following documents: (a) a form of the Master Trust Indenture (the "Master Trust Indenture "), to be entered into by and between the City and the Trustee; (b) a form of the First Supplemental Trust Indenture (the "First Supplemental Indenture"), to be entered into by and between the City and the Trustee; (c) a form of the Preliminary Official Statement (the "Preliminary Official Statement'); 4816- 1825 -0826 4 gPK$yi > m ti U � ORIGINAL (d) a form of the Bond Purchase Contract (the "Bond Purchase Contract') by and between the Underwriter and the City with respect to the purchase and sale of the Series 2017A Bonds; and (e) a form of the Continuing Disclosure Certificate (the "Continuing Disclosure Certificate ") to be entered into by the City; WHEREAS, said documents will be modified and amended to reflect the various details applicable to the Series 2017A Bonds and said documents are subject to completion to reflect the results of the sale of the Series 2017A Bonds; and WHEREAS, the City desires to appoint Fieldman, Rolapp & Associates Inc., to act as financial advisor (the "Financial Advisor "); and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bakersfield as follows: Section 1. Issuance of Series 2017A Bonds; Terms of Series 2017A Bonds. For the purposes set forth in the foregoing recitals, the City hereby authorizes the issuance of its Series 2017A Bonds in an aggregate principal amount not to exceed $25,000,000, plus the amount of any original issue premium (subject to the limitations set forth in this Resolution) at which the Series 2017A Bonds may be sold. The proceeds from the sale of the Series 2017A Bonds shall be used to (i) finance the Series 2017A Project and /or certain other capital projects for the Enterprise, (ii) reimburse the Enterprise /City for expenditures previously incurred by the Enterprise /City for the Series 2017A Project and/or certain other capital projects for the Enterprise, (iii) pay the costs of issuance of the Series 2017A Bonds, (iv) pay capitalized interest on the Series 2017A Bonds, if determined by the Finance Director of the City to be necessary or desirable, (v) fund a reserve fund for the Series 2017A Bonds and /or purchase a reserve fund surety bond, if determined by the Finance Director of the City to be necessary or desirable, and (vi) pay for a municipal bond insurance policy, if it is determined by the Finance Director of the City that bond insurance results in savings to the City. The Series 2017A 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 First Supplemental Indenture. Payment of principal of and interest on the Series 2017A Bonds shall be made at the place or places and in the manner provided in the Master Trust Indenture and the First Supplemental Indenture. The Series 2017A Bonds shall be issued as current interest bonds and shall be initially available in denominations of $5,000 and integral multiples thereof. The Series 2017A Bonds shall, when issued, be in the aggregate principal amounts and shall be dated as shall be provided in the final forms of the Master Trust Indenture and the First Supplemental Indenture. The Series 2017A Bonds may be issued as serial bonds or as term bonds or as both serial bonds and term bonds, all as set forth in the First Supplemental Indenture. Except as otherwise permitted under this Resolution, the maximum true interest cost calculation on the Series 2017A Bonds shall not exceed 4.75% per annum.. Interest on the Series 2017A Bonds shall be paid on the dates set forth in the Master Trust Indenture and the First Supplemental Indenture. The final 3 ONKeg 4816-1825-D826 4 8 WT m U � ORIGINAL maturity date of the Series 2017A Bonds shall not exceed thirty -one years from the date of issuance of the Series 2017A Bonds. The Series 2017A Bonds may be sold in a manner by which the interest thereon is excludable from gross income under the Code. The Series 2017A Bonds shall be subject to optional redemption at the option of the City on such terns and conditions as shall be provided for in the Master Trust Indenture and the First Supplemental Indenture. The Series 2017A bonds shall be subject to extraordinary mandatory redemption on such terms and conditions as shall be provided for in the Master Trust Indenture and the First Supplemental Indenture. The Series 2017A Bonds which are tern bonds shall also be subject to mandatory sinking fund redemption as shall be provided for in the Master Trust Indenture and the First Supplemental Indenture. Section 2. Pledge to Secure the Series 2017A Bonds. The City hereby approves the pledge of Net Revenues to secure the Series 2017A Bonds, in accordance with the terms of the Master Trust Indenture and the First Supplemental Trust Indenture. The City hereby agrees that it will not, so long as the Series 2017A Bonds remain outstanding, grant or attempt to grant, any parity pledge, lien or other interest in the Net Revenues to secure any other obligations of the Enterprise, except as permitted in the Master Trust Indenture, Section 3. Special Obligations. The Series 2017A 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 First Supplemental Indenture, as and to the extent therein described. The Series 2017A Bonds shall also be secured by and be paid from such other sources as the City may hereafter provide. Section 4. Forms of Series 2017A Bonds. The Series 2017A Bonds and the Trustee's Certificate of Authentication to appear thereon shall be in substantially the form set forth in an exhibit to the First Supplemental Indenture with necessary or appropriate variations, omissions and insertions as permitted or required by the Master Trust Indenture or the First Supplemental Indenture or as appropriate to adequately reflect the terms of the Series 2017A Bonds and the obligation represented thereby. Section 5. Execution of the Series 2017A Bonds. Each of the Series 2017A 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 2017A Bonds. Additionally, each of the Series 2017A 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 First 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 2017A Bonds. Section 6. Sale of the Series 2017A Bonds. The sale of the Series 2017A Bonds is hereby approved through a negotiated sale to the Underwriter. 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 2017A Bonds subject to the terms, conditions and restrictions set forth in this Resolution. 4 ,NK4 4816 -1825 -08264 Ok 'Pp > m �= o J ORIGINAL The Series 2017A Bonds shall be sold with an underwriter's discount and /or underwriting fee as set forth in the Bond Purchase Contract, not to exceed 0.75% of the aggregate principal amount of the Series 2017A Bonds, and subject to the terms and conditions set forth in the Bond Purchase Contract. Additionally, the Series 2017A Bonds may be sold to the Underwriter at a discount or at a premium. Section 7. Approval of Bond Documents; Authorization for Execution. The forms, terms and provisions of the Master Trust Indenture, the First Supplemental Indenture, the Bond Purchase Contract and the Continuing Disclosure Certificate (collectively, the "Bond Documents ") are in all respects approved and the Mayor of the City, the City Manager, the Finance Director of the City, the City Attorney and such other officers as are specified by each of the respective Bond 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 Bond Documents including counterparts thereof, in the name and on behalf of the City. The Bond 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 (if any) in order to obtain a municipal bond insurance policy or policies (if any) with respect to the Series 2017A Bonds or a reserve fund surety policy or policies (if any)) 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 Bond Documents now before this meeting; and from and after the execution and delivery of the Bond 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 Bond Documents. Section 8. Approval of Preliminary Official Statement. The Preliminary Official Statement, substantially in the form presented to this meeting, is in all respects hereby approved to be used in connection with the offering and sale of the Series 2017A Bonds to the public. The Preliminary 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 them. The Preliminary Official Statement shall be circulated (via printed format and/or electronic means) for use in offering and selling the Series 2017A 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 financial /municipal advisors, bond counsel and disclosure counsel and such other advisors the City believes to be useful) shall determine that the Preliminary Official Statement is final within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended ( "Rule 150-12 "), except for the omission of certain information described in paragraph (b)(1) of 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 Preliminary Official Statement, in connection with the offering and sale of the Series 2017A Bonds to the public. Section 9. Approval of Official Statement. Prior to the final delivery of the Series 2017A Bonds, the City shall provide for the preparation, publication, execution and delivery of 5 BNKF9 4616 - 1625 -06264 O� m > m U � ORIGINAL the final Official Statement relating to the Series 2017A Bonds in substantially the form of the draft Preliminary Official Statement presented to this meeting. 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 and deliver the final Official Statement, and any supplements thereto, in the name of and on behalf of the City, and to make any changes or revisions necessary to the Preliminary Official Statement in order for the final Official Statement relating to the Series 2017A Bonds to meet the requirements of the City under the Bond Purchase Contract. 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 Preliminary 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 2017A 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 financial advisor, bond counsel and disclosure counsel and such other advisors the City believes to be useful), shall determine that the Official Statement relating to the Series 2017A Bonds is each a "final official statement" within the meaning of Rule 15c2 -12. 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 2017A Bonds to the public. Section 10. Trustee, Paying Agent and Registrar. The City hereby appoints U.S. Bank National Association as Trustee, paying agent and registrar for the Series 2017A Bonds. Such appointments shall be effective upon the issuance of the Series 2017, and shall remain in effect until the City shall, by supplemental agreement or by resolution, time a substitute or successor thereto. Section 11. Authorization for Provision for Reserve Fund. If determined by the Finance Director of the City to be necessary or desirable, a portion of the proceeds of the Series 2017A Bonds may be used to fund a debt service reserve fund for the Series 2017A Bonds, or to pay the costs of a reserve fund surety bond or any other security device for a debt service reserve fund as may be provided for in the Master Trust Indenture and First Supplemental Indenture. Section 12. Appointment of Financial Advisor. The City hereby appoints Fieldman, Rolapp & Associates Inc., as Financial Advisor, in connection with the issuance of the Series 2017A Bonds. Section 13. 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 2017A Bonds, the Bond Documents, the Preliminary Official Statement and the final Official Statement and to carry out the terns 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 2017A Bonds, the Bond Documents, the Preliminary Official Statement and the final Official Statement or to evidence the same authority and its exercise. The foregoing authorization includes, but is in no way limited to, (i) authorizing City staff to pay costs of issuance of the Series 2017A Bonds and the underwriting fees, 4816 -1825 -08264 or`0ANF9.r s � m U � ORIGINAL (ii) authorizing the Finance Director of the City to direct the investment of the proceeds of the Series 2017A Bonds in one or more of the permitted investments provided for under the Master Trust Indenture and the First Supplemental Indenture (including, but not limited to, investment agreements) and to execute any documents relating to such investments, and (iii) 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 First 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 First Supplemental Indenture), any documents required by the provider of reserve fund surety bond, if any, required to fund a reserve fund for the Series 2017A Bonds and any documents required to obtain a municipal bond insurance for all or a portion of the Series 2017A Bonds to the extent such bond insurance shall result in cost savings to the City. Section 14. Costs of Issuance. The City authorizes funds of the City, together with the proceeds of the Series 2017A Bonds, to be used to pay costs of issuance of the Series 2017A Bonds, including, but not limited to, costs and expenses of attorneys, accountants, municipal/financial advisors, underwriting fees, costs associated with rating agencies, remarketing agents (if any), liquidity providers (if any), the Trustee, bond insurance and surety bonds (if any), printing, publications and mailing expenses and any related filing fees thereof. Section 15. 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 16. Governing Law. This resolution shall be construed and governed in accordance with the laws of the State of California. Section 17. 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 18. Effective Date of Resolution. This Resolution shall take effect immediately upon its passage. o`repKF9'1.r. 4816- 1825 -08264 m F U 0 ORIGINAL I 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 September 6th, 2017, by the following vote: COUNCILMEMBERS_ RIVERA, GONZALES. WEIR SMITH, FREEMAN, SULLIVAN. EARLIER AYES. COUNCILMEMBER Q (SILC �Llij +✓ Sull�vcu Purl er NO COUNCILMEMBER ABSTAIN. COUNCILMEMBER N ABSENT: COUNCILMEMBER Nan Jv� �- CHRISTOP R GERRY, Acting City Clerk and Ex Officio Clerk of the Council of the City of Bakersfield APPROVED this 6`h day of September, 2017 KAREN GOH Mayor of the City of Bakersfield APPROVED AS TO FORM: VIRGINIA GENNARO City Attome By:=(J VIRGIN GEM ARO City Attomey 4816- 1825 -08264 o�0AK�9 s � m f- U � ORIGINAL