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
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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;
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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,
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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.
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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
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