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HomeMy WebLinkAboutRES NO 179-97RESOLUTION NO. ]' ? 9 - 9 ? RESOLUTION RELATING TO THE WASTEWATER TREATMENT PLANT FINANCING, INCLUDING AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF BAKERSFIELD SEWER REVENUE BONDS, SERIES 1997, APPROVING FORM OF PURCHASE CONTRACT AND PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT, OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND OTHER RELATED DOCUMENTS, AND AUTHORIZING CERTAIN OTHER ACTIONS AND THE EXECUTION OF CERTAIN OTHER DOCUMENTS IN CONNECTION THEREWITH. (Sewer Revenue Bonds, Series 1997) WHEREAS, the City Council (the "Council") of the City of Bakersfield, California (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 City has determined that it is desirable and furthers the interests of the City and its residents to upgrade and expand the wastewater treatment facilities and to acquire and construct certain other improvements to the municipal sewer system of the City (the "1997 Project"); and WHEREAS, in order to finance a portion of the cost and expense of acquisition and construction of the 1997 Project, the City hereby determines that a series of bonds in the principal amount not to exceed $25,000,000 is necessary and has determined that such series of bonds, not to exceed such principal amount, should be issued and entitled City of Bakersfield Sewer Revenue Bonds, Series 1997 (the "Series 1997 Bonds"); and WHEREAS, by separate resolution (the "Supplemental Resolution") adopted by the Council concurrently with this resolution, the Council has provided for the form, certain essential terms and conditions, and the security of the Series 1997 Bonds; and WHEREAS, pursuant to the Law, the City is authorized to sell the Series 1997 Bonds in the manner it determines, at public or private sale; and ORiGiN.J_ WHEREAS, the City desires to sell the Series 1997 Bonds by negotiated sale to George K. Baum & Company (the "Underwriter") pursuant to a Purchase Contract (the "Purchase Contract"), the proposed form of which is on file with the City Clerk; and WHEREAS, there is on file with the City Clerk a proposed preliminary form of official statement (the "Preliminary Official Statement") describing the Series 1997 Bonds and related matters; and WHEREAS, it is now necessary and appropriate for the City to authorize the execution of and approve the forms of the Purchase Contract and the Preliminary Official Statement, and to authorize the issuance and sale of the Series 1997 Bonds pursuant thereto; and WHEREAS, the City has been presented with the form of each document referred to above, and the City has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the Charter of the City, the Law and the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize such financing and to authorize the execution of the Purchase Contract and the distribution of the Preliminary Official Statement and the Official Statement to be derived therefrom for the purposes, in the manner and upon the terms provided in this resolution. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield, as follows: SECTION 1. The issuance of not to exceed $25,000,000 aggregate principal amount of City of Bakersfield Sewer Revenue Bonds, Series 1997, by the City, is hereby authorized and approved. SECTION 2. The proposed form of Purchase Contract, between the City and the Underwriter, on file with the City Clerk, is hereby approved. The Finance Director, together with such other officers of the City as determined by the City Attorney1 are hereby authorized and directed to execute and deliver to the Underwriter said Purchase Contract in substantially said form, with such changes therein as the Finance Director and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided that the terms of the Series 1997 Bonds shall be subject to the limitations set forth in Supplemental Resolution. SECTION 3. The proposed form of Preliminary Official Statement relating to the Series 1997 Bonds, on file with the City Clerk, is hereby approved. The Finance Director is hereby authorized for and in the name and on the behalf of the City, to execute the final Official Statement (the "Official Statement") to be derived therefrom, with such changes therein as the Finance Director and the City Attorney may require or approve, such approval to be conclusively evidenced by the execution thereof. The Underwriter is hereby authorized to distribute the Preliminary Official Statement to the potential purchasers of the Series 1997 Bonds in connection with pricing and pre-marketing the Series 1997 Bonds prior to finalization and execution of the Purchase Contract and is hereby authorized and directed to deliver the Official Statement to all purchasers of the Series 1997 Bonds. The Finance Director is authorized to certify to the Underwriter on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain information as permitted by said Rule), and the Finance Director (or other officer designated by the Finance Director) is hereby authorized on behalf of the City to execute a Continuing Disclosure Certificate containing such covenants of the City as shall be necessary to enable the Underwriter to comply with the requirements of Rule 15c2-12. SECTION 4. The Series 1997 Bonds in an aggregate principal amount not to exceed $25,000,000 shall be executed by the facsimile signature of the Mayor and shall be countersigned by the facsimile signature of the City Clerk in the form set forth in and otherwise in accordance with the Supplemental Resolution. SECTION 5. The Series 1997 Bonds, when so executed, shall be delivered to First Trust of California, National Association, as fiscal agent, transfer agent and registrar of the Series 1997 Bonds (the "Fiscal Agent"), for registration and authentication. The Fiscal Agent is hereby requested and directed to register and authenticate the Series 1997 Bonds by executing the Certificate of Authentication and Registration appearing thereon, and to deliver the Series 1997 Bonds, when duly executed, registered and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Finance Director, which instructions the Finance Director is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the registrar. Such instructions shall provide for the delivery of the Series 1997 Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price thereof. 3 SECTION 6. The officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Series 1997 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Supplemental Resolution, the Series 1997 Bonds, the Purchase Contract, the Official Statement and the Continuing Disclosure Certificate, including, but not limited to, entering into such documents and certificates as may be necessary or desirable to obtain municipal bond insurance and/or a reserve fund surety and to satisfy Rule 15c2-12. SECTION 7. Capitalized terms used herein which are not otherwise defined shall have the meanings set forth in the Supplemental Resolution. SECTION 8. This resolution shall take effect immediately upon its adoption. .............. o0o .............. 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 on I~0V 1 .~ 1997, by the following vote: AYES: NOES: ABSTAIN: ABSENT: COUNCILMEMBER CARSON, DEMOND, SMITH, MCDERMOTT, ROWLES, SULLIVAN, SALVAGGIO COUNCILMEMBER COUNCILMEMBER COUNCILMEMBER y~, CITY CLERK and Ex Officio Cle~of the Council of the City of Bakersfield' APPROVED NOV ! 9 1997 MAYOR of Bakersfield APPROVED as to form: JUDY K. SKOUSEN City Attorney / JUDY K/SKOUSEN / City AttOrney JAN:dlr S:~COUNCIL~RES~SEWERBNDRES 5