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HomeMy WebLinkAboutRES NO 56-97RESOLUTION NO. A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS; AUTHORIZING THE PREPARATION, EXECUTION AND DELIVERY AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT; APPROVING AND AUTHORIZING EXECUTION OF PURCHASE CONTRACT; APPROVING AND AUTHORIZING EXECUTION OF REFUNDING ESCROW AGREEMENT AND AUTHORIZING AND DIRECTING ADDITIONAL ACTIONS TO IMPLEMENT THE PROPOSED LEASE FINANCING WHEREAS, the City has determined that it is in the best interest of the City at this time to provide for (i) the refunding of the remaining outstanding Certificates of Participation (Civic Auditorium Improvement Project) (the "City's 1987 Certificates of Participation") of the City, (ii) the refunding of the remaining outstanding Tax Allocation Refunding Bonds, Issue of 1993 (Downtown Bakersfield Redevelopment Project) of the Central District Development Agency of the City of Bakersfield (the "Agency"), and (iii) financing the cost of constructing, furnishing and equipping a multipurpose arena (the "Arena") as a new component of the existing Convention Center complex (collectively, the "Project"), together with associated costs and expenses of planning, engineering and architectural design, environmental review, site preparation, legal and financial advisors, bond insurance, debt service reserve surety bond premium, title insurance and other insurance premiums, and other costs associated with the issuance of the Certificates (as defined below); and WHEREAS, in connection therewith, the City proposes to enter into a Property Lease, dated as of April 1, 1997 (the "Property Lease"), between the City as lessor and the Agency as lessee, pursuant to which the Agency will lease the Site (as defined in the next paragraph) from the City; and WHEREAS, on the basis of the estimated fair rental value of the existing Convention Center Complex and the completed Arena (collectively, the "Leased Facilities"), together with the respective parcels of land on which the Leased Facilities are or will be situated and a non-exclusive right to use certain additional parking facilities and parcels of land for parking purposes (collectively, the "Site"), the City proposes to enter into a Lease Agreement, dated as of April 1, 1997 (the "Lease Agreement"), between the City and the Agency, pursuant to which the City will lease the Site and the Leased Facilities from the Agency in order to provide moneys to pay the costs of implementing the Project and associated project costs and financing costs; and -- Page 1 of 5 Pages -- WHEREAS, in order to provide, among other things, for the issuance, sale and delivery of Certificates of Participation (the "Certificates"), evidencing an undivided fractional interest in the Lease Payments to be made by the City pursuant to the Lease Agreement, the administration of the proceeds of sale of the Certificates to pay the costs of implementing the Project and associated project costs and financing costs, and the administration of the Lease Payments to pay the principal of the interest on the Certificates, the City and the Agency propose to enter into a Trust Agreement, dated as of April 1, 1997 (the "Trust Agreement"), by and among the City, the Agency and First Trust of California, N.A., as trustee (the "Trustee"); and WHEREAS, pursuant to Resolution No. 26-97, the City has authorized delivery and distribution of a preliminary official statement (the "Preliminary Official Statement") containing information material to the offering and sale of the Certificates; and WHEREAS, to enable the City to comply with requirements of Rule 15c(2)-12 of the Securities and Exchange Act of 1934 ("Rule 15c(2)-12") respecting continuing disclosure, a continuing disclosure certificate (the "Continuing Disclosure Certificate") has been prepared; and WHEREAS, in connection with sale of the Certificates to George K. Baum (the "Underwriter"), the City proposes to enter into a Purchase Contract (the "Purchase Contract"), providing for the terms and conditions of the sale by the City and the purchase by the Underwriter of the Certificates; and WHEREAS, in connection with the refunding of the City's 1987 Certificates of Participation, the City proposes to enter into a Refunding Escrow Agreement (the "Refunding Escrow Agreement"), dated as of April 1, 1997, between the City and First Trust of California, National Association, as escrow agent, pursuant to which a refunding escrow will be established and administered to accomplish defeasance and redemption of the City's 1987 Certificates of Participation; and WHEREAS, the forms of Property Lease, Lease Agreement, Trust Agreement, Continuing Disclosure Certificate, Purchase Contract and Refunding Escrow Agreement have been filed with the City, and the members of this City Council, with the aid of its staff, have reviewed said documents; and WHEREAS, this Council has determined that it is in the best interest of the City and for the public benefit that this Council authorize and direct execution, distribution and delivery of the Property Lease, Lease Agreement, Trust Agreement, Continuing Disclosure Certificate, Purchase Contract and Refunding Escrow Agreement, together with certain other financing documents in connection therewith to implement the proposed lease financing program, including issuance, sale and delivery of the Certificates; -- Page 2 of 5 Pages -- NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield as follows: SECTION 1. The documents enumerated below are hereby approved as to form and substance, and the Mayor, the Finance Director and such other officers as are deemed necessary by the City Attorney, are hereby authorized and directed to execute said documents, with such changes and modifications as may be approved by the Finance Director, which approval shall be conclusively established by such execution: (A) the Property Lease; (B) the Lease Agreement; (C) the Trust Agreement; (D) the Continuing Disclosure Certificate; (E) the Purchase Contract; and (F) the Refunding Escrow Agreement. SECTION 2. The Finance Director is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of sale of the Certificates, and the Finance Director is authorized and directed to execute a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in light of the circumstances under which itwas made. The Finance Director shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. SECTION 3. The Finance Director is authorized to (a) approve the purchase price to be set forth in Section I of the Purchase Contract, (b) approve a maturity schedule, interest rates and initial offering prices or yields to be set forth in Appendix A of the Purchase Contract, -- Page 3 of 5 Pages -- provided that the principal amount of the Certificates shall not exceed $43.0 million, the purchase price (exclusive of original issue discount, if any) shall not be less than 98.9% of par, and the average interest rate shall not exceed 6.50% per annum, and (c) approve a closing date to be set forth in Section 5 of the Purchase Contract. Upon completion of the Purchase Contract in said manner, the Finance Director and any other officer of the City as deemed necessary by the City Attorney are authorized to execute the Purchase Contract. SECTION 4. The Finance Director is authorized to execute the Continuing Disclosure Certificate. SECTION 5. The Mayor, the City Manager, the Finance Director, the City Clerk, the City Attorney, the City Risk Manager, the Public Works Director and any other officer or employee of the City necessary for the purpose are authorized to execute any additional documents and agreements and to take any additional actions as may be necessary or appropriate, as determined by special legal counsel to the City for the lease financing program, to accomplish issuance, sale and delivery of the Certificates and to otherwise implement the lease financing program. SECTION 6. This Resolution shall take effect immediately upon its passage. -- Page 4 of 5 Pages -- I HEREBY CERTIFY that the foregoing Resolution was passed and adopted ~Tthe Council of the City of Bakersfield at a regular meeting thereof held on .,'~, ! ~ 1997, by the following vote: AYF_S: COUNCILMEMBER I:~MOND, ~, SMITH, I~i~1011'~[JU. NAN, .qALV~GIO NOES: COUNCILMEMBER ABSTAIN: COUNCILMEMBER ASSENT: COUNCILMEMBER CITY CLERK and EX OFFIGIO of the Council of the City of Bakersfield APPROVED: W ! I CITY OF BAKERSFIELD APPROVED AS TO FORM: JUDY K. SKOUSEN CITY ATTORNEY S:~COUNClL~RESV~RENA.KS -March 27, 1997 -- Page 5 of 5 Pages --