HomeMy WebLinkAboutRES NO 285-05
RESOLUTION NO. 2 8 5 - 0 5
A RESOLUTION APPROVING THE EXECUTION, SALE AND
DELIVERY OF NOT TO EXCEED $26.0 MILLION OF THE 2005
REFUNDING CERTIFICATES OF PARTICIPATION TO PROVIDE
FOR THE PARTIAL REFUNDING OF THE 1997 CERTIFICATES OF
PARTICIPATION (CONVENTION CENTER EXPANSION - ARENA
PROJECT); AUTHORIZING AND DIRECTING EXECUTION OF
CERTAIN AMENDED AND RESTATED LEASE FINANCING
DOCUMENTS; APPROVING A PRELIMINARY OFFICIAL
STATEMENT AND AUTHORIZING THE PREPARATION,
EXECUTION, DELIVERY AND DISTRIBUTION OF A FINAL
OFFICIAL STATEMENT TO BE DERIVED FROM THE
PRELIMINARY OFFICIAL STATEMENT; APPROVING AND
AUTHORIZING EXECUTION OF PURCHASE CONTRACT;
APPROVING AND AUTHORIZING EXECUTION OF A
CONTINUING DISCLOSURE CERTIFICATE; APPROVING AND
AUTHORIZING EXECUTION OF A REFUNDING ESCROW
AGREEMENT; AND AUTHORIZING AND DIRECTING
ADDITIONAL ACTIONS TO IMPLEMENT THE PROPOSED
REFUNDING PROGRAM
WHEREAS, the City has determined that it is in the best interest of the City and
its inhabitants at this time to provide for the partial refunding on an advance refunding
basis of the remaining outstanding 1997 Certificates of Participation (Convention Center
Expansion - Arena Project) (the "1997 Certificates") of the City (the "Refunding
Program"), together with associated costs and expenses of the Refunding Program,
including but not limited to legal and financial advisors, underwriter's discount,
certificate insurance premium, debt service reserve surety premium, title and other
insurance premiums and other costs associated with the execution and delivery of the
Refunding Certificates (as defined below); and
WHEREAS, in connection with the 1997 Certificates, the following agreements,
each dated as of April 1, 1997, were entered into among the parties indicated:
a, a Property Lease (the "1997 Property Lease"), between the City as
site lessor and the Agency as site lessee, pursuant to which the City leased the Site (as
defined in the next paragraph) to the Agency;
b, a Lease Agreement (the "1997 Lease Agreement"), between the
Agency as Lessor and the City as Lessee, respecting the City's Convention Center
Complex and the Arena (collectively, the "Leased Facilities"), together with the
respective parcels ofland on which the Leased Facilities are situated and a non-
exclusive right to use certain additional parking facilities and parcels ofland for
parking purposes (collectively, the "Site"), and pursuant to which the Agency
leased the Site and the Leased Facilities to the City in exchange for the payment
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by the City of Lease Payments in the amounts and on the dates provided by the
1997 Lease Agreement;
c. a Trust Agreement (the "1997 Trust Agreement"), by and among
the City, the Agency and First Trust of California, National Association, as
Trustee (the "Original Trustee") (since succeeded by U.S. Bank National
Association, as trustee; hereafter the "Trustee"), pursuant to which the 1997
Certificates were executed and delivered to George K. Baum & Company, as the
original purchaser thereof, in accordance with instructions of the City, and the
proceeds of sale ofthe 1997 Certificates were applied for the authorized purposes
thereof, including payment of a portion of the cost and expense of improvements
to the City's Convention Center and Arena; and
d, an Assignment Agreement (the "1997 Assignment Agreement"),
between the Agency and the Original Trustee, pursuant to which the Agency
assigned all of its right, title and interest under the 1997 Property Lease and the
1997 Lease Agreement to the Original Trustee; and
WHEREAS, the 1997 Certificates cannot be optionally prepaid in advance of
maturity until April I, 2007, which necessitates conducting the Refunding Program as an
advance refunding; and due to limitations of federal income tax law, only a portion of the
1997 Certificates is eligible for advance refunding on a federally tax-exempt basis; and
WHEREAS, in order to provide, among other things, for the execution, sale and
delivery of the Refunding Certificates and to modify the schedule of Lease Payments due
and payable under the 1997 Lease Agreement to reflect the savings made possible by the
Refunding Program, it is necessary (I) to provide for the amendment and restatement of
the 1997 Lease Agreement, the 1997 Trust Agreement and the 1997 Assignment
Agreement and (2) to approve the form and substance of (i) a Preliminary Official
Statement (the "Preliminary Official Statement") pertaining to the Refunding Certificates
and the Refunding Program, (ii) a Purchase Contract (the "Purchase Contract") providing
the terms and conditions of sale by the City and purchase by George K, Baum &
Company (the "Underwriter") of the Refunding Certificates, (iii) a Continuing Disclosure
Certificate of the City (the "Continuing Disclosure Certificate") by which the City will
enable the Underwriter to comply with certain requirements of Rule 15c2-12 of the
Securities and Exchange Commission, and (iv) a Refunding Escrow Agreement, dated as
of December I, 2005 (the "Refunding Escrow Agreement") providing for the
establishment and application of a refunding escrow for the Refunding Program,
including but not limited to the payment of current interest on April 1 and October 1,
2006 and on April I, 2007, the payment of the principal becoming due and payable on
April I, 2006, and the prepayment of the principal on April I, 2007, together with a
prepayment premium, of the prescribed portion of the 1997 Certificates; and
WHEREAS, there have been prepared and submitted to the City Clerk for
consideration by this City Council (this "Council") forms of the following, each in
connection with the implementation of the Refunding Program:
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a. an Amended and Restated Lease Agreement, dated as of December
1, 2005 (the "Amended and Restated Lease Agreement"), between the City and
the Agency, in substance the same as the 1997 Lease Agreement but providing for
a modified schedule of Lease Payments to reflect the saving achieved by the
Refunding Program;
b. an Amended and Restated Trust Agreement, dated as of December
1,2005 (the "Amended and Restated Trust Agreement"), by and among the City,
the Agency and the Trustee, providing in part for (i) the execution, sale and
delivery of the Refunding Certificates, which together with that portion of the
1997 Certificates which are not included in the Refunding Program and will
therefore remain outstanding (collectively, the non-refunded 1997 Certificates and
the Refunding Certificates being referred to hereinafter in this resolution as the
"Certificates"), evidence an undivided fractional interest in the Lease Payments to
be made by the City pursuant to the Amended and Restated Lease Agreement, (ii)
the administration of the proceeds of sale of the Refunding Certificates to
establish the refunding escrow and to pay the financing costs associated with the
implementation of the Refunding Program, and (iii) the administration of the
Lease Payments to pay the principal of the interest on the Certificates;
c, an Amended and Restated Assignment Agreement, dated as of
December 1, 2005 (the "Amended and Restated Assignment Agreement"),
between the Agency and the Trustee, by which the Agency assigns to the Trustee
all of its right, title and interest in the 1997 Property Lease and the Amended and
Restated Lease Agreement;
d. the Preliminary Official Statement;
e. the Purchase Contract;
f. the Continuing Disclosure Certificate; and
g. the Refunding Escrow Agreement; and
WHEREAS, this Council has determined that it is in the best interest of the City
and for the public benefit that this Council approve the form and substance of each of the
seven documents listed in the foregoing recital clause, to authorize modifications to each
prior to execution, and (except for the Amended and Restated Assignment Agreement, to
which the City is not a party) to authorize and direct execution, distribution and delivery
of each of them, as modified, and certain other financing documents in connection
therewith to implement the Refunding Program, including execution, sale and delivery of
the Refunding Certificates;
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Bakersfield as follows:
SECTION 1.
The documents enumerated below are hereby approved as to fonn and substance,
and (except for the Amended and Restated Assignment Agreement, to which the City is
not a party) the Mayor, the Finance Director, the City Attorney and such other officers as
are specified by each of the respective 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 and each of them
is 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 Amended and Restated Lease Agreement;
(B) the Amended and Restated Trust Agreement;
(C) the Amended and Restated Assignment Agreement;
(D) the Preliminary Official Statement;
(E) the Purchase Contract;
(F) the Continuing Disclosure Certificate; and
(G) the Refunding Escrow Agreement.
SECTION 2.
The Finance Director is authorized and directed to cause the Preliminary Official
Statement to be brought into the fonn 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 Refunding 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
Refunding Certificates, and does not, as of the date of delivery of the Refunding
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 it was 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.
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The Final Official Statement, when prepared, is approved for distribution In
connection with the offering and sale of the Refunding 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, provided that the principal amount of the Refunding Certificates shall not
exceed $26,0 million, the purchase price (exclusive of original issue discount, if any)
shall not be less than 99,0% of par, and the average interest rate shall not exceed 6.00%
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 officers of the
City specified therein 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 detennined by special legal counsel to the City for the Refunding
Program, to accomplish execution, sale and delivery of the Refunding Certificates and to
otherwise implement the Refunding 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 by the City Council of the City of Bakersfield at a regular meeting thereof held
on November 30, 2005, by the following vote:
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CARSON, BENHAM, MAGGARD, COUCH, HANSON, SULLIVAN, SCRIVNER
(~
NOES:
ABSTAIN:
ABSENT:
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
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City Clerk and Ex OfficIO
Clerk of the Council ofthe
City of Bakersfield
APPROVED this 30th day of November, 2005
HARVEY L. HALL
Mayor oft Ci of Bakers fie d
APPROVED AS TO FORM:
ORRICK, HERRINGTON & SUTCLIFFE LLP
Special Leg Counsel
By
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By
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