Loading...
HomeMy WebLinkAboutRES NO 152-07 KUT AK ROCK LLP RESOLUTION NO. 152-07 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $225 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF BAKERSFIELD, CALIFORNIA, W ASTEW A TER REVENUE BONDS, SERIES 2007 A, AND NOT TO EXCEED $50 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF BAKERSFIELD, CALIFORNIA, W ASTEW A TER REVENUE BONDS, SERIES 2007B; APPROVING A MASTER TRUST INDENTURE, A FIRST SUPPLEMENTAL TRUST INDENTURE, A SECOND SUPPLEMENTAL TRUST INDENTURE, A REMARKETING AGREEMENT, A STANDBY BOND PURCHASE AGREEMENT, PRELIMINARY AND FINAL OFFICIAL STATEMENTS, TWO BOND PURCHASE AGREEMENTS, A CONTINUING DISCLOSURE CERTIFICATE, AND AUTHORIZING AND DIRECTING ADDITIONAL ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE REVENUE BONDS. (Wastewater Revenue Bonds, Series 2007A and Series 2007B) WHEREAS, the City of Bakersfield (the "City") is a charter city organized and existing under the laws of the State of California (the "State"); and WHEREAS, the City now owns and operates a municipal sewer system (the "Enterprise"); and WHEREAS, the City Council (the "Council") of the City, acting under and pursuant to the powers reserved to the City under Section 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 Law authorizes the City to issue enterprise revenue bonds for the purposes set forth therein; 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 Enterprise (the "Series 2007 Project"); and WHEREAS, the City has determined that it is necessary and advisable to issue, from time to time, one or more series of Bonds (as defined in the hereinafter defined Master Trust Indenture) for the purposes set forth in the Law and the Master Trust Indenture and that such Bonds be payable from and secured by Net Revenues (as defined in the Master Trust Indenture); and WHEREAS, the City has determined that it is in its best interests to issue one or more series of Bonds in an aggregate principal amount not to exceed $275 million in order to finance a ~ <ofl,K~-9 o ~ ;:.... - I- m (:) 5 ORIGINAL 4824-7244-800 I.] 0 Resolution No. portion of the cost and expense of the acquisition, construction, improvement and equipping the Series 2007 Project; and WHEREAS, the City has determined that such Bonds shall be issued in two separate series, and shall be designated as City of Bakersfield, California, Wastewater Revenue Bonds, Series 2007A (the "Series 2007A Bonds"), and City of Bakersfield, California, Wastewater Revenue Bonds, Series 2007B (the "Series 2007B Bonds," and together with the Series 2007A Bonds, the "Series 2007 Bonds"); and WHEREAS, the City has previously entered into the State Revolving Fund Loan Program Contract No. 7-806-550-0, dated as of September 3, 1997 (the "State Loan"), by and between the City, and the State, acting through the State Water Resources Control Board (the "State Water Board") whereby the City borrowed $14,954,054 from the State Revolving Fund Loan Program to pay a portion of the costs and expenses of an upgrade and expansion to the Enterprise's Wastewater Treatment Plant 2; and WHEREAS, pursuant to the State Loan, the City owed a repayment amount of $17,944,937; and; WHEREAS, pursuant to the State Loan, the City has granted to the State a first lien (but not necessarily an exclusive lien) on and pledge of the Net Revenues; and WHEREAS, under the terms of the State Loan, the City may create a charge or lien on the Net Revenues on a parity with or subordinated to the charge or lien of the State Loan; and WHEREAS, the Series 2007 Bonds will be issued on a parity with the State Loan; and WHEREAS, the Series 2007A Bonds will be issued pursuant to the Law, certain other provisions of the laws of the State (including Section 53580 et seq. of the California Government Code), the Master Trust Indenture and the First Supplemental Indenture (as hereinafter defined); and WHEREAS, the Series 2007B Bonds will be issued pursuant to the Law, certain other provisions of the laws of the State (including Section 53580 et seq. of the California Government Code), the Master Trust Indenture and the Second Supplemental Indenture (as hereinafter defined); and WHEREAS, the City has determined that it is appropriate and to its benefit to provide for credit support for each of the Series 2007 A Bonds and the Series 2007B Bonds in the form of a separate municipal bond insurance policy for each series of bonds to be issued by Financial Security Assurance Inc. (the "Bond Insurer") each of which will guarantee the scheduled payment of principal of and interest on the applicable Series 2007 Bonds when due; and WHEREAS, the City has determined that it is appropriate and to its benefit to provide for liquidity support of the Series 2007B Bonds in the form of the Series 2007B Standby Bond Purchase Agreement (as hereinafter defined), to be entered into with Dexia Credit Local, acting through its New York Branch (the "Series 2007B Liquidity Provider"); and 4824-7244-8001.10 2 ~ <ofl,K~?> C) % >- - I- m _ r- <.) <::1 ORIGINAL Resolution No. WHEREAS, pursuant to the Series 2007B Standby Bond Purchase Agreement, the City is obligated to repay the Series 2007B Liquidity Provider for its payment of the purchase price of the Series 2007B Bonds and pay the Series 2007B Liquidity Provider other amounts owed pursuant to the provisions of the Series 2007B Standby Bond Purchase Agreement; and WHEREAS, the Series 2007 Bonds will be issued so that the interest paid on the Series 2007 Bonds will be excluded from the gross income of the recipients thereof under the varying provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or related thereto (collectively, the "Code"); and WHEREAS, City staff has recommended the selection of U.S. Bank National Association to act as trustee under the Master Trust Indenture, the First Supplemental Indenture and the Second Supplemental Indenture; and WHEREAS, City staff has recommended the selection of George K. Baum & Company to act as underwriter of the Series 2007 Bonds and the remarketing agent for the Series 2007B Bonds; and WHEREAS, there have been prepared and submitted to the City Clerk for consideration of this Council forms of the following documents: (a) a form of the Master Trust Indenture (the "Master Trust Indenture") by and between the City and U.S. Bank National Association, as trustee (the "Trustee"); (b) a form of the First Supplemental Trust Indenture (the "First Supplemental Indenture") by and between the City and the Trustee; (c) a form of the Second Supplemental Trust Indenture (the "Second Supplemental Indenture") by and between the City and the Trustee; (d) a form of the Preliminary Official Statement (the "Series 2007A Preliminary Official Statement") relating to the issuance of the Series 2007 A Bonds; (e) a form of the Bond Purchase Agreement (the "Series 2007A Bond Purchase Agreement") by and between George K. Baum & Company (the "Underwriter") and the City with respect to the purchase and sale of the Series 2007 A Bonds; (t) a form of the Continuing Disclosure Certificate (the "Series 2007 A Continuing Disclosure Certificate") by the City with respect to the Series 2007 A Bonds; (g) a form of the final Official Statement (the "Series 2007B Official Statement") relating to the issuance of the Series 2007B Bonds; (h) a form of the Bond Purchase Agreement (the "Series 2007B Bond Purchase Agreement") by and between the Underwriter and the City with respect to the purchase and sale of the Series 2007B Bonds; 4824-7244-8001.10 3 ~ <ofl,K~-'9 C) ~ ;:.... - I- m _ r- <.) 0 ORIGINAL Resolution No. (i) a form of the Remarketing Agreement (the "Series 2007B Remarketing Agreement") by and between the City and George K. Baum & Company, as remarketing agent (the "Series 2007B Remarketing Agent"); and (j) a form of the Standby Bond Purchase Agreement (the "Series 2007B Standby Bond Purchase Agreement"), by and between the City and Dexia Credit Local, acting through its New York Branch (the "Series 2007B Liquidity Provider"); and WHEREAS, said documents will be modified and amended to reflect the various details applicable to the Series 2007 Bonds and said documents are subject to completion to reflect the results of the sale of the Series 2007 Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bakersfield as follows: Section 1. Issuance of Series 2007 Bonds; Terms of Series 2007 Bonds. For the purposes set forth in the foregoing recitals the City hereby authorizes the issuance of its Series 2007 A Bonds in an aggregate principal amount not to exceed $225,000,000, plus the amount of any original issue premium (subject to the limitations set forth in this Resolution) at which the Series 2007 A Bonds may be sold. For the purposes set forth in the foregoing recitals the City hereby authorizes the issuance of its Series 2007B Bonds in an aggregate principal amount not to exceed $50,000,000 (subject to the limitations set forth in this Resolution). In addition to the above use of Series 2007 A Bond proceeds, the proceeds from such Series 2007 A Bonds may be used to pay the costs of issuance, pay capitalized interest on the Series 2007 A Bonds, fund a reserve fund for the Series 2007 A Bonds and/or purchase a reserve fund surety bond, and pay for a municipal bond insurance policy relating to the Series 2007 A Bonds, if it is determined by the Finance Director of the City that bond insurance results in savings to the City. In addition to the above use of Series 2007B Bond proceeds, the proceeds from such Series 2007B Bonds may be used to pay the costs of issuance, pay capitalized interest on the Series 2007B Bonds, and pay for a municipal bond insurance policy relating to the Series 2007B Bonds, and to reimburse the City for capital expenditures previously incurred by the City. The Series 2007 A Bonds shall be in fully registered form and may be issued as Book- Entry Bonds as provided for in the Master Trust Indenture and the First Supplemental Indenture. Payment of principal of and interest on the Series 2007 A Bonds shall be made at the place or places and in the manner provided in the Master Trust Indenture and the First Supplemental Indenture. The Series 2007 A Bonds issued as current interest bonds shall be available in denominations of $5,000 and integral multiples thereof. The Series 2007 A Bonds shall, when issued, be in the aggregate principal amounts and shall be dated as shall be provided in the final forms of the Master Trust Indenture and the First Supplemental Indenture. The Series 2007 A Bonds may be issued as serial bonds or as term bonds or as both serial bonds and term bonds, all as set forth in the Master Trust Indenture and the First Supplemental Indenture. Except as otherwise permitted under this Resolution, each maturity of Series 2007 A Bonds shall bear interest at a rate not in excess of 6.0% per annum. Interest on the Series 2007 A Bonds shall be paid on the dates set forth in the First Supplemental Indenture. The Series 2007 A Bonds shall ~ <ofl,K~-'9 o % >- - I- m 4824-7244-8001.10 4 <3 C; ORIGINAL Resolution No. mature no later than September 15,2037. The Series 2007A Bonds may be sold in a manner by which the interest thereon is excludable from gross income under the Code. The Series 2007 A Bonds shall be subject to redemption at the option of the City on such terms and conditions as shall be set forth in the Master Trust Indenture and the First Supplemental Indenture. The Series 2007 A Bonds which are term bonds shall also be subject to mandatory sinking fund redemption as shall be set forth in the Master Trust Indenture and the First Supplemental Indenture. The Series 2007B Bonds shall be issued as current interest bonds and shall be initially available in denominations of $100,000 and integral multiples of $5,000 thereof, or such other denominations as may be authorized by a Designated Officer (as hereinafter defined). The Series 2007B Bonds shall, when issued, be in the aggregate principal amounts and serial and/or term maturities and be dated as provided in the final form of the Second Supplemental Indenture. The Series 2007B Bonds shall initially be sold at par and shall initially bear interest at a variable rate as described in the Second Supplemental Indenture, but in any event not in excess of twelve percent (12%) per annum. Interest on the Series 2007B Bonds shall be paid on the dates set forth in the Second Supplemental Indenture. The Series 2007B Bonds shall be sold in a manner by which the interest thereon is excludable from gross income under the Code. The City shall be obligated to reimburse the Series 2007B Liquidity Provider for all amounts drawn under the Series 2007B Standby Bond Purchase Agreement and to pay interest on the amounts drawn under the Series 2007B Standby Bond Purchase Agreement until such amounts are reimbursed all in accordance with the terms of the Series 2007B Standby Bond Purchase Agreement, and the City authorizes the incurrence of the payment obligations to the Series 2007B Liquidity Provider, being the obligation to repay advances and to pay interest thereon, owed to the Series 2007B Liquidity Provider under the Series 2007B Standby Bond Purchase Agreement (collectively, the "Series 2007B Payment Obligations"). The principal amount of each Series 2007B Payment Obligation shall bear interest at such rates as set forth in the Series 2007B Standby Bond Purchase Agreement. The Series 2007B Payment Obligations shall be subject to prepayment at any time in accordance with the terms of the Series 2007B Standby Bond Purchase Agreement. The City Council acknowledges that the interest rate payable on unpaid Series 2007B Payment Obligations may exceed the maximum rate payable on the Series 2007B Bonds. Section 2. Pledge to Secure the Series 2007 Bonds and the Series 2007B Payment Obligations. The pledge to secure the Series 2007 A Bonds as set forth in the Master Trust Indenture and the First Supplemental Indenture is hereby approved. The pledge to secure the Series 2007B Bonds as set forth in the Master Trust Indenture and the Second Supplemental Indenture is hereby approved. Net Revenues are hereby irrevocably pledged in accordance with the terms of the Master Trust Indenture to secure the Series 2007B Payment Obligations as set forth in the Master Trust Indenture, the Second Supplemental Indenture and the Standby Bond Purchase Agreement. The pledge to secure the Series 2007B Payment Obligations as set forth in the Second Supplemental Indenture and the Series 2007B Standby Bond Purchase Agreement is hereby approved. 4824-7244-8001.10 5 <o"'K~-'9 ~ % - >- m I- r- Q 0 ORIGINAL Resolution No. Section 3. Special Obligations. The Series 2007 A Bonds shall be special obligations of the City, secured by, and payable from, Net Revenues and from the funds and accounts held by the Trustee and the City under the Master Trust Indenture and the First Supplemental Indenture, as and to the extent therein described. The Series 2007 A Bonds shall also be secured by and be paid from such other sources as the City may hereafter provide. The Series 2007B Bonds and the Series 2007B Payment Obligations shall be special obligations of the City, secured by, and payable from, Net Revenues and from the funds and accounts held by the Trustee and the City under the Master Trust Indenture and the Second Supplemental Indenture, as and to the extent therein described. The Series 2007B Bonds and the and the Series 2007B Payment Obligations shall also be secured by and be paid from such other sources as the City may hereafter provide. Section 4. Forms of Series 2007 Bonds. The Series 2007 A Bonds and the Trustee's Certificate of Authentication to appear thereon shall be in substantially the form set forth in Exhibit A to the First Supplemental Indenture with necessary or appropriate variations, omissions and insertions as permitted or required by the Master Trust Indenture or the First Supplemental Indenture or as appropriate to adequately reflect the terms of the Series 2007 A Bonds and the obligation represented thereby. The Series 2007B Bonds and the Trustee's Certificate of Authentication to appear thereon shall be in substantially the form set forth in Exhibits A-I, A-2 and A-3 to the Second Supplemental Indenture with necessary or appropriate variations, omissions and insertions as permitted or required by the Master Trust Indenture or the Second Supplemental Indenture or as appropriate to adequately reflect the terms of the Series 2007B Bonds and the obligation represented thereby. Section 5. Execution of the Series 2007 Bonds. Each of the Series 2007 Bonds shall be executed by the Mayor or the City Manager of the City (each a "Designated Officer") and attested by the Finance Director or Clerk of the City. Any such signatures may be by manual or facsimile signature and the seal of the City may be impressed or printed on the Series 2007 Bonds. Additionally, each of the Series 2007 Bonds shall be authenticated by the signature of the Trustee or an agent of the Trustee as required and permitted by the Master Trust Indenture, the First Supplemental Indenture and the Second Supplemental Indenture. Any facsimile signature of such Designated Officer of the City shall be of the same force and effect as if such signature were manually placed on such Series 2007 Bonds. Section 6. Approval of Documents; Authorization for Execution. The form, terms and provisions of the Master Trust Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Continuing Disclosure Certificate (collectively, the "Documents") are in all respects approved and the Mayor of the City, the City Manager, the Finance Director of the City, 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 hereby authorized, empowered and directed to execute, acknowledge and deliver each of the Documents including counterparts thereof, in the name and on behalf of the City. The Documents, as executed and delivered, shall be in substantially the forms now before this meeting and hereby approved, or with such changes therein (including any changes required by a municipal bond insurer or insurers in order to obtain a municipal bond insurance policy or policies with respect to the Series 2007 Bonds or a reserve fund surety policy AK ~ <0 c/)> C) % >- - I- lT1 _ r- <.) <::1 ORIGINAL 6 4824-7244-8001.10 I{esolution No. or policies) as shall be approved by the officer or officers of the City executing the same; the execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the forms of the Documents now before this meeting; and from and after the execution and delivery of the Documents, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Documents. Section 7. Sale of the Series 2007 Bonds. The sale of the Series 2007 Bonds is hereby approved through a private, negotiated sale to the Underwriter. The Mayor of the City, the City Attorney, the City Manager and the Finance Director of the City, or anyone of them, are hereby authorized to approve the final terms of the sale of the Series 2007 Bonds subject to the terms, conditions and restrictions set forth in this Resolution. The Series 2007 A Bonds shall be sold with an underwriter's discount and/or underwriting fee as set forth in the Series 2007 A Bond Purchase Agreement, not to exceed one percent (1.0)% of the aggregate principal amount of the Series 2007 A Bonds, and subject to the terms and conditions set forth in the Series 2007 A Bond Purchase Agreement. Additionally, the Series 2007 A Bonds may be sold to the Underwriter at a discount or at a premium; provided, however, the Series 2007 A Bonds shall not be sold to the Underwriter at an aggregate price less than 98% of the aggregate principal amount of the Series 2007 A Bonds. The Series 2007B Bonds shall be sold with an underwriter's discount and/or underwriting fee as set forth in the Series 2007B Bond Purchase Agreement, not to exceed one-half percent (.5)% of the aggregate principal amount of the Series 2007A Bonds, and subject to the terms and conditions set forth in the Series 2007 A Bond Purchase Agreement. The form, terms and provisions of the Series 2007 A Bond Purchase Agreement now before this meeting are in all respects hereby approved and the Mayor of the City, the City Attorney, the City Manager and the Finance Director of the City are hereby authorized and empowered, either alone or in combination, to execute and deliver the Series 2007 A Bond Purchase Agreement, including counterparts thereof, in the name and on behalf of the City. The Series 2007 A Bond Purchase Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the officer(s) executing the same; the execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Series 2007 A Bond Purchase Agreement now before this meeting; and from and after the execution and delivery of the Series 2007 A Bond Purchase Agreement, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Series 2007A Bond Purchase Agreement. The form, terms and provisions of the Series 2007B Bond Purchase Agreement now before this meeting are in all respects hereby approved and the Mayor of the City, the City Attorney, the City Manager and the Finance Director of the City are hereby authorized and empowered, either alone or in combination, to execute and deliver the Series 2007B Bond Purchase Agreement, including counterparts thereof, in the name and on behalf of the City. The ~ ~f>..K~-? o .~ ;:... - I- m 4824-7244-8001.10 7 (3 S ORIGINAL Itesolution No. Series 2007B Bond Purchase Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the officer(s) executing the same; the execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Series 2007B Bond Purchase Agreement now before this meeting; and from and after the execution and delivery of the Series 2007B Bond Purchase Agreement, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Series 2007B Bond Purchase Agreement. Section 8. Series 2007B Standby Bond Purchase Agreement. The form, terms and provisions of the Series 2007B Standby Bond Purchase Agreement are in all respects approved, including the payment of a facility fee on the Available Commitment (as defined in the Series 2007B Standby Bond Purchase Agreement) to the Series 2007B Liquidity Provider, plus any other fees or amounts owed to the Series 2007B Liquidity Provider provided for thereunder. The Mayor of the City, the City Attorney, the City Manager and the Finance Director of the City are hereby authorized and empowered, either alone or in combination, to execute and deliver execute, acknowledge and deliver the Series 2007B Standby Bond Purchase Agreement including counterparts thereof, in the name and on behalf of the City. The Series 2007B Standby Bond Purchase Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the officer(s) executing the same; the execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form ofthe Series 2007B Standby Bond Purchase Agreement now before this meeting; and from and after the execution and delivery of the Series 2007B Standby Bond Purchase Agreement, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Series 2007B Standby Bond Purchase Agreement. Section 9. Appointment of Remarketing Agent. George K. Baum & Company is hereby appointed as the initial Series 2007B Remarketing Agent for the Series 2007B Bonds. The Series 2007B Remarketing Agent shall perform its duties and obligations as provided in the Series 2007B Remarketing Agreement. The form, terms and provisions of the Series 2007B Remarketing Agreement, including the payment of a remarketing fee per annum equal to 0.08% (8 basis points) of the weighted average daily principal amount of the Series 2007B Bonds outstanding, are in all respects approved, and the Mayor of the City, the City Attorney, the City Manager and the Finance Director of the City are hereby authorized and empowered, either alone or in combination, to execute, acknowledge and deliver the Series 2007B Remarketing Agreement including counterparts thereof, in the name and on behalf of the City. The Series 2007B Remarketing Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes as shall be approved by the officer(s) executing the same; the execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Series 2007B Remarketing Agreement now before this meeting; and from and after the execution and delivery of the Series 2007B Remarketing Agreement, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to ~ <of>..K~?> o % >- - t: l!! (j 0 ORIGINAL 4824-7244-8001.10 8 Resolution No. execute all such documents as may be necessary to carry out and comply with the provisions of the Series 2007B Remarketing Agreement. Section 10. Series 2007A Preliminary Official Statement. The form of the Series 2007 A Preliminary Official Statement now before this meeting is in all respects hereby approved to be used in connection with the sale of the Series 2007 A Bonds to the public. The Series 2007 A Preliminary Official Statement shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the Mayor of the City, the City Manager and the Finance Director of the City, or anyone of them. The Series 2007 A Preliminary Official Statement shall be circulated (via printed format and/or electronic means) for use in selling the Series 2007A Bonds at such time or times as the Mayor of the City, the City Manager, the Finance Director of the City, or anyone of them, (after consultation with the City's bond counsel and disclosure counsel and such other advisors the City believes to be useful) shall determine that each Series 2007 A Preliminary Official Statement is final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for the omission of certain information described in (b)(1) of Rule 15c2-12, and any such action previously taken is hereby confirmed, ratified and approved. The Underwriter is hereby authorized to distribute (via printed format and/or electronic means) the Series 2007A Preliminary Official Statement, in connection with the sale of the Series 2007 A Bonds to the public. The Underwriter is hereby further authorized to distribute (via printed format and/or through electronic means) copies of the City's most recent annual audited financial statements and such other financial statements of the City as the Mayor of the City, the City Manager, the Finance Director of the City, or anyone of them, shall approve. Section 11. Official Statements. Prior to the final delivery of the Series 2007 A Bonds, the City shall provide for the preparation, publication, execution and delivery of a final Official Statement relating to the Series 2007 A Bonds in substantially the form of the draft Series 2007 A Preliminary Official Statement presented to this meeting. The Mayor of the City, the City Manager, the Finance Director of the City, or anyone of them, are hereby authorized and directed to execute and deliver the final Official Statement relating to the Series 2007 A Bonds in the name of and on behalf of the City, and to make any changes or revisions necessary to the Series 2007 A Preliminary Official Statement in order for the final Official Statement relating to the Series 2007 A Bonds to meet the requirements of the City under the Series 2007 A Bond Purchase Agreement. The execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Series 2007A Preliminary Official Statement now before this meeting. The Official Statement relating to the Series 2007A Bonds shall be circulated (via printed format and/or electronic means) for use in selling the Series 2007A Bonds at such time or times as the Mayor of the City, the City Manager, the Finance Director of the City, or anyone of them (after consultation with the City's financial advisor, bond counsel and disclosure counsel and such other advisors the City believes to be useful), shall determine that the Official Statement relating to the Series 2007 A Bonds is a "final official statement" within the meaning of Rule 15c2-12. The Underwriter is hereby authorized to distribute (via printed format and/or electronic means) the Official Statement relating to the Series 2007 A Bonds, in connection with the sale of the Series 2007 A Bonds to the public. 4824-7244-800] . ] 0 9 ~ <or>.k~?, C) ~ >- - I- m - r- <.) t:J ORIGINAL Itesolution No. The form of the Series 2007B Official Statement now before this meeting is in all respects hereby approved to be used in connection with the sale of the Series 2007B Bonds to the public. The Series 2007B Official Statement shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the Mayor of the City, the City Manager and the Finance Director of the City, or anyone of them. The Mayor of the City, the City Manager, the Finance Director of the City, or anyone of them, are hereby authorized and directed to execute the Series 2007B Official Statement in the name and on behalf of the City. The execution thereof shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Series 2007B Official Statement now before this meeting. The Series 2007B Official Statement shall be circulated (via printed format and/or electronic means) for use in selling the Series 2007B Bonds at such time or times. as the Mayor of the City, the City Manager, the Finance Director of the City, or anyone of them, (after consultation with the City's bond counsel and disclosure counsel and such other advisors the City believes to be useful) shall determine that each Series 2007B Official Statement is a "final official statement" within the meaning of Rule 15c2-12, and any such action previously taken is hereby confirmed, ratified and approved. The Underwriter is hereby authorized to distribute (via printed format and/or electronic means) the Series 2007B Official Statement, in connection with the sale of the Series 2007B Bonds to the public. Section 12. Trustee, Paying Agent and Registrar. The City hereby appoints U.S. Bank National Association as trustee, (the "Trustee") and as paying agent (the "Paying Agent") for the Series 2007 Bonds and appoints the Trustee as registrar (the "Registrar") for the Series 2007 Bonds. Such appointments shall be effective upon the issuance of the Series 2007 A Bonds and the Series 2007B Bonds, respectively, and shall remain in effect until the City shall, by supplemental agreement or by resolution, name a substitute or successor thereto. Section 13. Authorization for Provision for Reserve Funds. A portion of the proceeds of the Series 2007 A Bonds may be used to fund a reserve fund for the Series 2007 A Bonds, or to pay the costs of a surety bond or any other security device for the reserve fund as set forth in the First Supplemental Indenture. Section 14. Additional Authorization. The Mayor of the City, the City Manager, the Finance Director of the City, the City Attorney and all officers, agents and employees of the City, for and on behalf of the City, be and they hereby are authorized and directed to do any and all things necessary to effect the execution and delivery of the Series 2007 Bonds, the Documents, the Series 2007 A Preliminary Official Statement, the final Official Statement relating to the Series 2007 A Bonds, the Series 2007B Official Statement, the Series 2007 A Bond Purchase Agreement, the Series 2007B Bond Purchase Agreement, the Series 2007B Remarketing Agreement and the Series 2007B Standby Bond Purchase Agreement and to carry out the terms thereof. The Mayor of the City, the City Manager, the Finance Director of the City, the City Attorney and all other officers, agents and other employees of the City are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required in order to carry out the authority conferred by this Resolution and by the Series 2007 Bonds, the Documents, the Series 2007 A Preliminary Official Statement, the final Official Statement relating to the Series 2007 A Bonds, the Series 2007B Official Statement, the Series 2007 A Bond Purchase Agreement, the Series 2007B Bond Purchase Agreement, the Series 2007B Remarketing Agreement and the ~ <ofl,K~?>d'l o "'" >- iii I- r- ~ <<:::l OAIGINAL 10 4824-7244-8001.10 Itesolution No. Series 2007B Standby Bond Purchase Agreement or to evidence the same authority and its exercise. The foregoing authorization includes, but is in no way limited to, authorizing City staff to pay costs of issuance of the Series 2007 Bonds and the underwriting fees; authorizing the Finance Director of the City to direct the investment of the proceeds of the Series 2007 Bonds in one or more of the permitted investments provided for under the Master Trust Indenture, the First Supplemental Indenture and the Second Supplemental Indenture (including, but not limited to, investment agreements) and to execute any documents relating to such investments; and authorizing the execution by the Mayor of the City, the City Manager, the Finance Director of the City, or any of them, of a tax compliance certificate as required by the Master Trust Indenture, the First Supplemental Indenture and the Second Supplemental Indenture for the purpose of complying with the arbitrage and rebate requirements of the Code, any documents required by The Depository Trust Company in connection with the Book-Entry Bonds (as defined in the First Supplemental Indenture and Second Supplemental Indenture), any documents required by the provider of a Reserve Fund Insurance Policy (as defined in the First Supplemental Indenture and the Second Supplemental Indenture), if any, required to fund a reserve fund for the Series 2007 A Bonds and any documents required to obtain bond insurance from the Bond Insurer for all or a portion of the Series 2007 Bonds to the extent such bond insurance shall result in cost savings to the City. Section 15. Costs of Issuance. The City authorizes funds of the City, together with the proceeds of the Series 2007 A Bonds and the Series 2007B Bonds, to be used to pay costs of issuance of the Series 2007 Bonds, including, but not limited to, costs and expenses of attorneys, accountants and financial advisors, underwriting fees, costs associated with rating agencies, remarketing agents, liquidity providers, the Trustee, bond issuance and surety bonds, printing, publications and mailing expenses; and any related filing fees thereof. Section 16. Severability. The provisions of this Resolution are hereby declared to be severable and, if any section, phrase or provisions shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof. Section 17. Governing Law. This resolution shall be construed and governed in accordance with the laws of the State of California. Section 18. Repeal of Inconsistent Resolutions. All other resolutions of the City, or parts of resolutions, inconsistent with this Resolution, are hereby repealed to the extent of such inconsistency. Section 19. Effective Date of Resolution. This Resolution shall take effect immediately upon its passage. 4824-7244-8001.10 II ~ <of>..K~1> C) ~ >- - I- m - r- () 0 ORIGINAL . Resolution No. 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 July 18th, 2007, by the following vote: "r ........- V'" v ~ ...-- "..-- CARSON, BENHAM, WEIR, COUCH, HANSON, SULLIVAN, SCRIVNER @ES:J COUNCILMEMBER NOES: COUNCILMEMBER ABSTAJN: COUNCILMEMBER ABSENT: COUNCILMEMBER ~d~~~~ of the Council of the City of Bakersfield APPROVED this 18th day of July, 2007 APPROVED AS TO FORM: VIRGINIA GENNARO City Attorney GINIA GENNARO ity Attorney 4824-7244-8001.10 12 ~ <ofl,K~-9 C) % >- iii I- ,... (:) (;) ORIGINAL