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HomeMy WebLinkAboutRES NO 096-2020096-2020 RESOLUTION NO. RESOLUTION OF THE CITY OF BAKERSFIELD AUTHORIZING ISSUANCE OF LIMITED OBLIGATION REFUNDING BONDS, REASSESSMENT DISTRICT NO. 2020-1 (CITY IN THE HILLS), SERIES 2020A AND SUBORDINATE SERIES 20208 (FEDERALLY TAXABLE); APPROVING A COMMITMENT LETTER; APPROVING A BOND PURCHASE CONTRACT; AUTHORIZING THE EXECUTION OF THE BONDS; APPROVING A FISCAL AGENT AGREEMENT; APPROVING A REFUNDING ESCROW AGREEMENT; AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION OF RELATED DOCUMENTS WITH RESPECT TO THE ISSUANCE AND SALE OF THE BONDS WHEREAS, the City Council (the "Council") of the City of Bakersfield (the "City"), by proceedings duly had and taken, previously provided for the issuance of the City of Bakersfield Assessment District No. 05-1 (City in the Hills) Limited Obligation Improvement Bonds, in the original principal amount of $15,595,000, dated December 21, 2005, currently outstanding in the principal amount of $5,890,000 (hereinafter referred to as the "Prior Bonds"); and WHEREAS, the Council has determined to issue refunding bonds in two separate series pursuant to the conditions and terms of the Refunding Bond Act of 1984 for 1915 Improvement Act Bonds (being Division 11.5 of the California Streets and Highways Code) (the "Refunding Act") for the purpose of refunding the unmatured portions of the Prior Bonds and to provide for the levy and collection of reassessments as security for the Refunding Bonds; and WHEREAS, the Council referred the matter of the refunding of the Prior Bonds and the levy and collection of reassessments as security for the Refunding Bonds to Koppel & Gruber Public Finance, civil engineers (the "Reassessment Engineer"), as the reassessment engineer in these proceedings, and directed the Reassessment Engineer to prepare and file with the City Clerk a report in writing containing the matters specified in Section 9523 of the California Streets and Highways Code; and WHEREAS, the Reassessment Engineer has prepared and filed with the City Clerk a report in writing (the "Report') containing the matters required by Section 9523 of the California Streets and Highways Code, and the Report was presented by the City Clerk to the Council for consideration; and WHEREAS, the Report was carefully considered and reviewed by the Council, and the Council was fully advised in the matter, and on the basis of the review the Council found and determined that all of the conditions in connection with the issuance of the Refunding Bonds specified in Section 9525 of the California Streets and Highways Code were satisfied; and WHEREAS, the Report was thereafter adopted, approved and confirmed by the Council, and the reassessments as contained therein were thereby confirmed and levied; and tV` 4141-03744036 2 0� 0AKF9o, r m U Or?13;NAL WHEREAS, in furtherance of implementing the refunding, there has been filed with the City Clerk for consideration and approval by the Council a form of Fiscal Agent Agreement (the "Fiscal Agent Agreement") under the terms of which the City of Bakersfield Limited Obligation Refunding Bonds, Reassessment District No. 2020-1 (City in the Hills), Series 2020A (the "Series 2020A Bonds") and Subordinate Series 20208 (Federally Taxable) in two subseries (the "Series 2020B Bonds" and together with the Series 2020A Bonds, the "Refunding Bonds"), are to be issued; and WHEREAS, the Council has determined that a negotiated sale of the Refunding Bonds under the Refunding Act by private placement would result in a lower overall cost to the City; and WHEREAS, the City has determined to negotiate the price for the purchase of the Series 2020A Bonds with Western Alliance Business Trust, a Delaware statutory trust ("Western Alliance Business Trust"), and a form of Commitment Letter (the "Commitment Letter") is on file with the City Clerk and is presented to this meeting; and WHEREAS, the City has determined to negotiate the price for the purchase of the Series 2020B Bonds with Regent Land Investment, LLC ("RLI") and a form of Bond Purchase Contract (the "Bond Purchase Contract") is on file with the City Clerk and is presented to this meeting; and WHEREAS, the Refunding Bonds will be subject to certain transfer restrictions, as specified in the Fiscal Agent Agreement; and WHEREAS, in furtherance of implementing the refunding, there has been filed with the City Clerk for consideration and approval by the Council a form of Refunding Escrow Agreement (the "Refunding Escrow Agreement") under the terms of which the Prior Bonds are to be redeemed; and WHEREAS, the Council is fully advised in this matter. NOW, THEREFORE, BE rr RESOLVED BY THE CITY COUNCIL, AS FOLLOWS: Section 1. The City Council finds and determines that the foregoing recitals are true and correct. Section 2. The Council has reviewed all proceedings heretofore taken relative to the foregoing and hereby finds and determines, that all acts, conditions and things required by law to exist, to happen and to be performed precedent to and in the issuance of the Refunding Bonds under the Refunding Act as hereinafter authorized and provided do exist, have happened and have been performed in due time, form and manner as required by the Act and all other applicable laws, and the City is now authorized pursuant to each and every requirement of law to authorize the issuance of the Refunding Bonds. Section 3. The Refunding Bonds in aggregate principal amount not to exceed the sum of the outstanding principal amount of the Prior Bonds plus all unpaid assessments, penalties and interest relating thereto, shall be issued upon and shall represent and shall be �gAKF� alai-mra>osas o m u o OH'rS;fvAL secured by the reassessments, in accordance with the provisions of the Refunding Act, to provide means, along with other available funds, for refunding the Prior Bonds, including payment of all costs of issuing the Refunding Bonds. The Refunding Bonds shall be issued as hereinafter set forth and shall be known as the "City of Bakersfield Limited Obligation Refunding Bonds, Reassessment District No. 2020-1 (City in the Hills), Series 2020A", "City of Bakersfield Limited Obligation Refunding Bonds, Reassessment District No. 2020-1 (City in the Hills), Subordinate Series 202OB-1 (Federally Taxable)", and "City of Bakersfield Limited Obligation Refunding Bonds, Reassessment District No. 2020-1 (City in the Hills), Subordinate Series 20208-2 (Federally Taxable)'. The net proceeds of the Refunding Bonds, along with other available funds, shall be used to defease and redeem the Prior Bonds for cancellation. Section 4. The costs of issuing the Refunding Bonds set forth in the Report approved by the Council today are designated and approved within the meaning of California Streets and Highways Code Section 9600. Section 5. The Commitment Letter setting forth certain terms relating to the sale of the Refunding Bonds to Western Alliance Business Trust, in the form on file with the City Clerk, is hereby approved, and the Mayor or the Finance Director or any Authorized Representative (used herein as defined in the Fiscal Agent Agreement) is authorized to execute and deliver the Commitment Letter on behalf of the City in substantially the form now on file with the City Clerk, with such changes as any Authorized Representative may require or approve after consultation with the City Attorney and Bond Counsel in the interest of the City. Section 6. The Bond Purchase Contract providing for the sale of the Refunding Bonds to RLI, in the form on file with the City Clerk, is hereby approved, and the Mayor or the Finance Director or any Authorized Representative (used herein as defined in the Fiscal Agent Agreement) is authorized to execute and deliver the Bond Purchase Contract on behalf of the City in substantially the form now on file with the City Clerk, with such changes as the Finance Director or any Authorized Representative may require or approve after consultation with the City Attorney and Bond Counsel in the interest of the City, for the sale of the Refunding Bonds to RLI at the purchase price to be set forth in the Bond Purchase Contract, upon the terms and conditions set forth in the Bond Purchase Contract. Section 7. The Finance Director and the City Clerk are hereby authorized and directed, respectively, as such officers, to execute manually or in facsimile each of the Refunding Bonds on behalf of the City, and the City Clerk is hereby authorized and directed to affix manually or in facsimile the official seal of the City thereto; and such signing and sealing as herein provided shall be a sufficient and binding execution of the Refunding Bonds by the City. In case either of these officers whose signature appears on the Refunding Bonds shall cease to be such officer before the delivery of the Refunding Bonds to the purchasers, such signature shall nevertheless be valid and sufficient for all purposes just as if the officer had remained in office until the delivery of the Refunding Bonds. Section 8. The form of Fiscal Agent Agreement by and between the City and U.S. Bank National Association, as Fiscal Agent, submitted to this meeting and on file with the City Clerk, is hereby approved. The Mayor or the Finance Director or any Authorized Representative o``gAKF9m 4141-03744036.2 > t:- 0 -J p OH13AAL is hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in substantially the form on file with the City Clerk, with such changes, additions or deletions as the Authorized Representative may require or approve after consultation with the City Attorney and Bond Counsel in the interest of the City, such approval to be conclusively evidenced by such execution and delivery. Section 9. The form of Refunding Escrow Agreement by and between the City and U.S. Bank National Association, as Escrow Agent, submitted to this meeting and on file with the City Clerk, is hereby approved. The Mayor or the Finance Director or any Authorized Representative is hereby authorized and directed to execute and deliver the Refunding Escrow Agreement in substantially the form on file with the City Clerk, with such changes, additions or deletions as the Authorized Representative may require or approve after consultation with the City Attorney and Bond Counsel in the interest of the City, such approval to be conclusively evidenced by such execution and delivery. Section 10. In accordance with SB 450, good faith estimates of the following were obtained from Fieldman, Rolapp & Associates, Inc., the City's municipal advisor, with respect to the Bonds and such good faith estimates were presented at this meeting: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds. Section 11. The Mayor, the City Manager, Finance Director, Superintendent of Streets (being the Director of Public Works of the City), City Attorney, City Clerk and any and all other officers, agents and employees of the City are hereby authorized and directed to take any and all actions and execute and deliver any and all documents necessary or convenient to accomplish the purposes of this Resolution. Section 12. This resolution shall take effect immediately upon its adoption. [SIGNATURE PAGE FOLLOWS] �gNKF 4141-03744036 2 O � r n v v OnIG;NAL I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a regular meeting thereof held July 15, 2020, by the following vote: AYES: COUNCIL MEMBERE0NZAIF5 WEAR, SN RN EREE6IAN SUUAVAfd PA9"ER NOES: COUNCIL MEMBER "NE ABSTAIN: COUNCIL MEMBER W14C ABSENT: COUNCIL MEMBER RIAroA 4 NAl YIIIZ/1 J LIE DRIMAKIS, CMC CITY CLERK AND EX OFFICIO of the Council of the City of Bakersfield APPROVED: JUL 15 20 By KAR N K. O Mayor APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney qSUH Uty City Attorney 6AKF9 4141-039440362 O� C-0 � n 7- �5Od13.N.AL