HomeMy WebLinkAboutRES NO RA006-09RESOLUTION NO. R.~ O O 6 -- ~ 9
A RESOLUTION OF THE GOVERNING BOARD OF THE
BAKERSFIELD REDEVELOPMENT AGENCY
AUTHORIZING ISSUANCE OF NOT TO EXCEED
$16.5 MILLION OF 2009 TAX ALLOCATION BONDS;
APPROVING THE FORM OF RELATED LEGAL
DOCUMENTS, AUTHORIZING MODIFICATIONS
THERETO AND AUTHORIZING AND DIRECTING
EXECUTION AND DELIVERY THEREOF, AS MODIFIED;
APPROVING AND AUTHORIZING DISTRIBUTION OF
PRELIMINARY OFFICIAL STATEMENTS AND
PREPARATION AND DISTRIBUTION OF OFFICIAL
STATEMENTS TO BE DERIVED THEREFROM
FOLLOWING SALE OF THE BONDS; AND
AUTHORIZING RELATED ACTIONS
WHEREAS, the Bakersfield Redevelopment Agency (the "Agency") is a redevelopment
agency, a public body, corporate and politic, duly created, established and authorized to transact
business and exercise powers under and pursuant to the provisions of the Community
Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.;
the "Law"), including the power to issue bonds for any of its corporate purposes;
WHEREAS, redevelopment plans (the "Plans") have been adopted and approved in
accordance with the Law for the redevelopment of each of three redevelopment project areas
known and designated individually as follows and collectively referred to herein as the
"Projects:"
(a) the "Downtown Bakersfield Redevelopment Project" (the "Downtown Project");
(b) the "Southeast, Bakersfield Redevelopment Project" (the "Southeast Project"); and
(c) the "Old Town Kern-Pioneer Redevelopment Project" (the "Old Town Kern-
Pioneer Project"); and
WHEREAS, the Agency has previously incurred payment obligations (the "Prior
Obligations") in furtherance of financing one or more of the Projects, each of which Prior
Obligations is secured by a lien and charge upon the general tax increment revenues subject to
allocation to the Agency pursuant to the Law and the Plans (exclusive of (a) the 20% low and
moderate income housing set aside portion of such revenues and (b) the portion of such revenues
which are paid or "passed through" to other local taxing agencies; hereafter in this resolution
referred to as the "Tax Increment Revenues"); and
WHEREAS, this Governing Board of the Agency (this "Board") intends by this
resolution to provide for the issuance of four separate series of its 2009 Tax Allocation Bonds
(collectively, the "2009 Bonds"), designated as follows:
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(a) Bakersfield Redevelopment Agency Tax Allocation Bonds, Series 2009A (Tax-
Exempt -Tax Increment Revenue), Old Town Kern-Pioneer Redevelopment Project) (the
"Series 2009A Bonds"), pursuant to an Indenture, to be dated as of April 1, 2009 (the "Old Town
Kern-Pioneer Indenture"), between the Agency and U.S. Bank National Association, as trustee
(the "Trustee"), to finance and refinance authorized redevelopment activities of the Old Town
Kern-Pioneer Project, to fund a reserve account and to pay costs of issuance relating to the
Series 2009A Bonds, which will be payable from and secured by a lien and charge upon the Tax
Increment Revenues derived from the Old Town Kern-Pioneer Project, but with the use of
proceeds of sale of the Series 2009A Bonds limited to certain prescribed uses so as to preserve
the tax-exempt status of the Series 2009A Bonds, all as more fully provided in the Old Town
Kern-Pioneer Indenture;
(b) Bakersfield Redevelopment Agency Tax Allocation Bonds, Series 2009B (Tax-
Exempt -Tax Increment Revenue), Southeast Bakersfield Redevelopment Project) (the "Series
2009B Bonds"), pursuant to an Indenture, to be dated as of April 1, 2009 (the "Southeast
Indenture"), between the Agency and the Trustee, to finance and refinance authorized
redevelopment activities of the Southeast Project, to fund a reserve account and to pay costs of
issuance relating to the Series 2009B Bonds, which will be payable from and secured by a lien
and charge upon the Tax Increment Revenues derived from the Southeast Project, but with the
use of proceeds of sale of the Series 2009B Bonds limited to certain prescribed uses so as to
preserve the tax-exempt status of the Series 2009B Bonds, all as more fully provided in the
Southeast Indenture;
(c) Bakersfield Redevelopment Agency Tax Allocation Bonds, Series 2009C
(Taxable -Tax Increment Revenue), Southeast Bakersfield Redevelopment Project) (the "Series
2009C Bonds"), to be issued on a parity with the Series 2009B Bonds, pursuant to a First
Supplemental Indenture, to be dated as of April 1, 2009 (the "Southeast First Supplemental
Indenture"), between the Agency and the Trustee, to finance and refinance authorized additional
redevelopment activities of the Southeast Project, to fund a reserve account and to pay costs of
issuance relating to the Series 2009C Bonds, which will also be payable from and secured by a
parity lien and charge of the Tax Increment Revenues derived from the Southeast Project; and
(d) Bakersfield Redevelopment Agency Tax Allocation Bonds, Series 2009D
(Taxable -Housing Set-Aside Revenue) (the "Series 2009D Bonds"), pursuant to a separate
Indenture, to be dated as of April 1, 2009 (the "Housing Set-Aside Indenture"), between the
Agency and the Trustee, to finance and refinance certain authorized low and moderate income
housing activities for all three of the Projects, to fund a reserve account and to pay costs of
issuance relating to the Series 2009D Bonds, which will be payable from and secured by a lien
and charge upon the low and moderate income housing set-aside tax revenues derived from all
three of the Projects (the "Housing Set-Aside Revenues"), all as more fully prescribed by the
Housing Set-Aside Indenture; and
WHEREAS, this Board has determined to sell the 2009 Bonds to the Bakersfield Public
Financing Authority (the "Authority") for resale to George K. Baum & Company (the
"Underwriter") and has further determined in connection therewith that the purchase and resale
by the Authority of the 2009 Bonds to the Underwriter will result in significant public benefits in
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the form of demonstrable savings in effective interest rates and the more efficient delivery of
local agency services; and
WHEREAS, Orrick, Herrington & Sutcliffe LLP, as Bond Counsel to the Agency for the
2009 Bonds ("Bond Counsel"), has prepared and provided to the Secretary of the Agency (the
"Secretary") and the Secretary has provided to the members of this Board copies of the following
documents respecting the issuance, sale and delivery of the 2009 Bonds:
(a) the Old Town Kern-Pioneer Indenture;
(b) the Southeast Indenture;
(c) the Southeast First Supplemental Indenture;
(d) the Housing Set-Aside Indenture; and
(e) a Bond Purchase Agreement, by and among the Agency, the Authority and the
Underwriter (the "Bond Purchase Agreement"), providing the terms and
conditions of the purchase of the 2009 Bonds by the Authority from the Agency
for resale to the Underwriter; and
WHEREAS, as provided in the Old Town Kern-Pioneer Indenture, the lien and charge
upon the Tax Increment Revenues derived from the Old Town Kern-Pioneer Project securing the
Series 2009A Bonds will be as follows with respect to prescribed portions of the Prior
Obligations:
(a) Said lien and charge will be subordinate to the lien and charge upon the Tax
Increment Revenues derived from the Old Town Kern-Pioneer Project which secures the "Senior
Debt," as said term is defined in the Old Town Kern-Pioneer Indenture (referring to an
agreement entered into with the United States Department of Housing and Urban Development,
as amended); and
(b) Said lien and charge will be on a parity with the lien and charge upon the portion
of the Tax Increment Revenues derived from the Old Town Kern-Pioneer Project which secures
the "CIEDB Payment Obligations," as said term is defined in the Old Town Kern-Pioneer
Indenture (referring to an agreement entered into with the California Infrastructure and
Economic Development Bank), subject to satisfaction of certain requirements and conditions set
forth in (1) Section 2.07 of the "CIEDB Loan Agreement," as said term is defined in the Old
Town Kern-Pioneer Indenture, and (2) Section 4.01 of the Old Town Kern-Pioneer Indenture;
and
WHEREAS, as provided in the Southeast Indenture and the Southeast First
Supplemental Indenture, the lien and charge upon the Tax Increment Revenues derived from the
Southeast Project and securing the Series 2009B and Series 2009C Bonds will be on a parity as
between the Series 2009B Bonds and the Series 2009C Bonds and will be subordinate to the lien
and charge upon the Tax Increment Revenues derived from the Southeast Project which secures
that portion of the Prior Obligations defined in the Southeast Indenture as the "Senior Debt"
(referring to two separate agreements entered into with the United States Department of Housing
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and Urban Development, as distinguished from the similar agreement which constitutes Senior
Debt for the Old Town Kern-Pioneer Indenture); and
WHEREAS, Goodwin Procter LLP, as Disclosure Counsel to the Agency for the 2009
Bonds ("Disclosure Counsel"), has prepared and provided to the Secretary and the Secretary has
provided to the members of this Board copies of the following documents respecting the sale and
delivery of the 2009 Bonds:
(a) a Continuing Disclosure Certificate, to be executed and delivered by the Agency
to the Underwriter concurrently with delivery to the Underwriter of the Series
2009A Bonds (the "Continuing Disclosure Certificate -Series 2009A Bonds"), to
enable the Underwriter to satisfy requirements of Rule 15c2-12 of the Securities
and Exchange Commission ("Rule 15c2-12") with respect to the Series 2009A
Bonds, which pertains to the Old Town Kern-Pioneer Project only;
(b) a second Continuing Disclosure Certificate, to be executed and delivered by the
Agency to the Underwriter concurrently with delivery to the Underwriter of the
Series 2009B and Series 2009C Bonds (the "Continuing Disclosure Certificate -
Series 2009B and 2009C Bonds"), to enable the Underwriter to satisfy
requirements of Rule 15c2-12 with respect to the Series 2009B and Series 2009C
Bonds, which pertains to the Southeast Project only;
(c) a third Continuing Disclosure Certificate, to be executed and delivered by the
Agency to the Underwriter concurrently with delivery to the Underwriter of the
Series 2009D Bonds (the "Continuing Disclosure Certificate -Series 2009D
Bonds" and, together with the Continuing Disclosure Certificate -Series 2009A
Bonds and the Continuing Disclosure Certificate -Series 2009B and 2009C
Bonds, the "Continuing Disclosure Certificates"), to enable the Underwriter to
satisfy requirements of Rule 15c2-12 with respect to the Series 2009D Bonds,
which pertains to low and moderate income housing for all three of the Projects;
(d) a Preliminary Official Statement pertaining to the Series 2009A, Series 2009B
and Series 2009C Bonds (the "Series 2009A, 2009B and 2009C Preliminary
Official Statement"); and
(e) a Preliminary Official Statement pertaining to the Series 2009D Bonds (the
"Series 2009D Preliminary Official Statement" and, together with the Series
2009A, 2009B and 2009C Preliminary Official Statement, the "Preliminary
Official Statements"); and
WHEREAS, this Board wishes to approve the form and substance of the Old Town
Kern-Pioneer Indenture, the Southeast Indenture, the Southeast First Supplemental Indenture, the
Housing Set-Aside Indenture, the Bond Purchase Agreement, the Continuing Disclosure
Certificates and the Preliminary Official Statements, to authorize changes thereto as determined
to be appropriate by the Executive Director of the Agency or such person as shall be designated
in writing by the Executive Director (collectively, the "Executive Director"), in consultation with
Bond and Disclosure Counsel, as the case may be, and to authorize the execution and delivery
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thereof on behalf of the Agency (and in connection with the Preliminary Official Statements, the
printing and distribution thereof in connection with the Underwriter's marketing of the 2009
Bonds to investors); and
WHEREAS, this Board further wishes to authorize the preparation, execution and
delivery of a final Official Statement pertaining to the Series 2009A, 2009B and 2009C Bonds
(the "Series 2009A, 2009B and 2009C Official Statement") and a final Official Statement
pertaining to the Series 2009D Bonds (the "Series 2009D Official Statement" and, together with
the Series 2009A, 2009B and 2009C Official Statement, the "Official Statements") to be derived
from the Series 2009A, 2009B and 2009C Preliminary Official Statement and the Series 2009D
Preliminary Official Statement, respectively, once the required information is established by the
resale of the 2009 Bonds to the Underwriter, as evidenced by the execution of the Bond Purchase
Agreement;
NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Bakersfield
Redevelopment Agency, as follows:
Section 1. The foregoing recitals are true and correct, and this Board hereby so finds
and determines.
Section 2. The issuance of not to exceed $16.5 million of combined principal amount
of the 2009 Bonds is hereby approved.
Section 3. The forms of the Old Town Kern-Pioneer Indenture, the Southeast
Indenture, the Southeast First Supplemental Indenture, and the Housing Set-Aside Indenture,
each on file with the Secretary and presented to this meeting, are hereby approved. The
Executive Director is hereby authorized and directed to execute and deliver the Old Town Kern-
Pioneer Indenture, the Southeast Indenture, the Southeast First Supplemental Indenture, and the
Housing Set-Aside Indenture and each of them, in substantially said form, with such additions
thereto or changes or insertions as hereafter become necessary in the interest of the Agency as
determined by the Executive Director, in consultation with Bond Counsel, such approval to be
conclusively evidenced by such execution and delivery.
Section 4. The form of Bond Purchase Agreement, on file with the Secretary and
presented to this meeting, is hereby approved. The Executive Director of the Agency is hereby
authorized and directed, for and in the name and on behalf of the Agency, to accept the offer of
the Authority and the Underwriter to purchase the 2009 Bonds as reflected in the Bond Purchase
Agreement and to execute and deliver the Bond Purchase Agreement in substantially said form,
with such additions thereto or changes or insertions as hereafter become necessary in the interest
of the Agency as determined by the Executive Director, in consultation with Bond Counsel, such
approval to be conclusively evidenced by such execution and delivery; provided, however, that
such additions, changes or insertions in the Bond Purchase Agreement shall not specify an
aggregate principal amount of the 2009 Bonds exceeding $16.5 million, an interest rate per
annum exceeding 7.5% for the Series 2009A Bonds and the Series 2009B Bonds, or exceeding
9.5% for the Series 2009C and the Series 2009D Bonds, or an underwriter's discount (exclusive
of original issue discount) exceeding 1.25% of the aggregate principal amount of the 2009
Bonds.
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Section 5. The forms of Continuing Disclosure Certificates, each on file with the
Secretary and presented to this meeting, are hereby approved. The Executive Director of the
Agency is hereby authorized and directed, for and in the name and on behalf of the Agency, to
execute and deliver the Continuing Disclosure Certificates in substantially said forms, with such
additions thereto or changes or insertions as hereafter become necessary in the interest of the
Agency as determined by the Executive Director, in consultation with Disclosure Counsel, such
approval to be conclusively evidenced by such execution and delivery.
Section 6. The forms of the Preliminary Official Statements on file with the
Secretary and presented to this meeting are hereby approved. The Executive Director is hereby
authorized and directed to execute a certificate (the "Finality Certificate") deeming each
Preliminary Official Statement final as of its date, except for certain final pricing and related
information, pursuant to Rule 15c2-12. Prior to the printing and distribution of the Preliminary
Official Statements and prior to execution and delivery to the Underwriter of the Finality
Certificates, the Executive Director, in consultation with Disclosure Counsel, may authorize such
additions thereto or changes therein as hereafter become necessary in furtherance of the
completeness and accuracy of the information contained therein. The Underwriter is hereby
authorized to distribute said Preliminary Official Statements as so deemed final to prospective
purchasers of the 2009 Bonds.
Section 7. The Executive Director is hereby authorized and directed, for and in the
name and on behalf of the Agency, to execute an Official Statement in substantially the form of
each of the applicable Preliminary Official Statements as printed and distributed as finalized to
include the final pricing and related information and with such additions thereto or changes
therein as hereafter become necessary in the interest of the Agency, as determined by the
Executive Director, in consultation with Disclosure Counsel, such approval to be conclusively
evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to
distribute copies of the Official Statements to purchasers of the 2009 Bonds, including
purchasers of beneficial interests in such of the 2009 Bonds, if any, as may be delivered in book-
entry form, registered to Cede & Co. as the registered holder thereof.
Section 8. This Board hereby finds, determines and declares that this Board has no
plan for or expectation of providing and does not intend to provide for the issuance of more than
$30.0 million of tax-exempt obligations during calendar year 2009. Accordingly, this Board
hereby designates the Series 2009A Bonds and the Series 2009B Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986,
as amended.
Section 9. The Chair, Executive Director, Finance Officer, General Counsel,
Secretary and all other officers, agents and employees of the Agency are hereby authorized and
directed, in the name and on behalf of the Agency, to take such actions, execute and deliver such
documents, certificates and opinions, including tax certificates, certificates relating to the
Official Statements and a letter of representations relating to issuing the 2009 Bonds in book-
entry form, and do any and all things which they, or any of them, in consultation with Bond
Counsel and Disclosure Counsel, deem necessary or desirable to accomplish the lawful issuance,
sale and delivery of the 2009 Bonds in accordance with the Old Town Kern-Pioneer Indenture,
the Southeast Indenture, the Southeast First Supplemental Indenture, Housing Set-Aside
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Indenture, the Bond Purchase Agreement, the Official Statements, this resolution and all related
documents. Whenever the Chair, the Executive Director, Finance Officer or the Secretary are
authorized and directed to take any action or execute any document pursuant to this resolution, in
the absence of the Chair, the Executive Director, Finance Officer or the Secretary, the Vice-
Chair, the Assistant Executive Director, any Assistant Finance Officer or any Assistant
Secretary, respectively, or such other persons as shall be designated by further action of this
Board, shall also be authorized to take such actions or execute such documents.
Section 10. This resolution shall become effective immediately upon its passage.
I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the
Bakersfield Redevelopment Agency at a special meeting thereof held on March 31, 2009, by the
following vote:
AYES: AGENCY MEMBER K-~-i-~W-, ~~h~,A~ ~~~Z~ py~ nc.~~ral2-t~-~ P~''~~~
NOES: AGENCY MEMBER V~~
ABSTAIN: AGENCY MEMBER f1.61'~-
ABSENT: AGENCY MEMBER ~~~_ ~~Gk~{t
PAMELA A. McCARTHY, CMC
SECRETARY of the Bakersfield
Redevelopment Agency
APPROVED: MAR 3 1 2009
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~ PHILIP BEI~EY
CHAIRPERSO
BAKERSFIELD REDEVELOPMENT
AGENCY
APPROVED AS TO FORM:
VIRGINIA GENNARO
AGENC GENERAL COUNSEL
g y. ~ l~l
HUA H. RUDNICK
Deputy Agency General Counsel
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