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HomeMy WebLinkAboutRES NO 184-01 KESOLUTIONNO. 1 8 4 ' 0 1 RESOLUTION ALrI~ORIZING ISSUANCE AND SAI.E TO GEORGE K. BAUM & COMPANY OF GENERAL OBLIGATION WATER REFLrNDING BONDS, SERIES 2002 WHEREAS, as authorized by its Resolution No. 89-76, adopted on November 15, 1976 ("Resolution No. 89-76'), this City Council (this "City Council") of the City of Bakersfield (the "City") has heretofore caused to be issued its City of Bakersfield 1976 Water Bonds (the "Prior Bonds") in the original principal amount of $15,500,000 for the purpose of acquiring for the City certain water rights and facilities and related properties in the Kern River area, of which Prior Bonds $805,000 in principal amount shall mature and be paid at maturity on December 15, 2001, leaving an aggregate principal amount of $4,810,000 outstanding thereafter, with the'last scheduled maturity on December 15, 2006; and WHEREAS, this City Council has determined, and does hereby declare, that k is necessary and desirable and that the prudent management of the fiscal affaks of the City warrants and requires that the Prior Bonds now be refunded; and WHEREAS, pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of Tide 5 of the California Government Code (Sections 53580 and following of said Government Code) (the "Lav~'), the City is authorized to issue refunding bonds (the "Refunding Bonds") to refund the Prior Bonds and to sell its Refunding Bonds at public sale or on a negotiated sale basis; and WHEREAS, this Council has determined that the issuance of the Refunding Bonds pursuant to the Law will not cause the total outstanding bonded indebtedness of the City to exceed the applicable statutory debt limitation, and that the issuance of the Refunding Bonds pursuant to the Law does not require approval of the qmlified electors of the City;, and DOC~SF 1:572718.2 40213-26-12/11/01 2:44 PM WHEREAS, this Council has determined that because of the need for flexibility in timing the sale of the Refunding Bonds in order to achieve maximttm interest cost savings, it is desirable to sell the Refunding Bonds on a negotiated sale basis; and WHEREAS, this Council has determined to authorize the sale of the Refunding Bonds by a negotiated sale to George K. Baum & Company (the "Underwriter"), pursuant to a Bond Purchase Contract for purchase and sale of the Refunding Bonds (the "Bond Purchase Contract"); and WHEREAS, this Council proposes to enter into a Paying Agent Agreement with U.S. Bank Trust National Association, as paying agent (the "Paying Agent"), to provide for the authentication, delivery and on-going administration and payment of the Refunding Bonds (the "Paying Agent Agreement"); and WHEREAS, this Council will need to appoint spedal counsel (herein called the "Bond Counsel"), to prepare proceedings for the issuance, sale and delivery of the Refunding Bonds, and there has been submitted and is on file with the City Clerk of the City (the "City Clerk") an agreement for bond counsel services (the "Bond Counsel Services Agreement"); and WHEREAS, this Council will need to appoint spedal counsel (herein called the "Disclosure Counsel"), to prepare and review the form and content of initial and continuing disdosure materials in connection with the issuance of the Refunding Bonds, and there has been submitted and is on file with the City Clerk an agreement for disclosure counsel services (the "Disclosure Counsel Services Agreement"); and WHEREAS, the forms of the following documents are on file with the City Clerk and have been submitted to this Council, and the Finance Director of the City (the "Finance DOCSSFl:572718.2 40213-26-12/5/01 6:44 PM 2 '~:;~ Director") and the City Attomey of the City (the "City Attomey"), in consultation with the Underwriter, Bond Counsel and Disclosure Counsel, have examined and approved each document and have recommended that this Council direct the completion, where appropriate, and the execution of such documents and the consummation of such financing: the Bond Purchase Contract; the Paying Agent Agreement; the Bond Counsel Services Agreement; then Disclosure Counsel Services Agreement; and a Preliminary Official Statement pertaining to the Refimding Bonds; and WHEREAS, this City Council hereby finds, determines and declares that the facts contained in the Preliminary Official Statement as presented to this City Council on the date hereof are true and correct in all material respects, and the Preliminary Official Statement neither contains any untrue statement of a material fact nor omits to state any material fact necessary to make any statement therein not misleading in light of the circumstances under which it was made; NOW, THEREFORE, THE CITY COUNCIL HEREBY FINDS, DETERMINES AND RESOLVES as follows: Section 1. All of the above recitals are true and correct. Section 2. This City Council hereby authorizes the issuance and sale to the Underwriter of the "Series 2002 General Obligation Water Refunding Bonds" of the City and the designation of said bonds by said name (the "Refunding Bonds") in an aggregate principal amount not to exceed $5,500,000, which amount shall be finally determined by the Finance Director or the, DOCSSFL572718,2 40213-26-12/11/01 2:44 PM 3 Finance Director's designee in writing (all references hereafter in this Resolution to the Finance Director shall be deemed to include the Finance Director's designee in writing) in accordance with the provisions of Section 6(b) hereof and with the Law. Proceeds from the sale of the Refunding Bonds are hereby authorized to be applied to pay all costs of refunding the Prior Bonds, including the amount of any premium required to be paid to redeem any of the Prior Bonds and such interest and principal as may be due upon such refunding, and to pay authorized costs of issuance of the Refunding Bonds, including, without limitation, the costs of any rating procedures or the costs of any bond insurance or other credit enhancement with respect to the Refunding Bonds. This City Council hereby further determines that all interest or other gain derived from the investment of proceeds of the Refunding Bonds may be applied to pay such costs of issuance of the Refunding Bonds. The Refunding Bonds shall be dated their date of delivery or such other date as the Finance Director shall determine and as shall be provided in the Bond Purchase Contract when executed. The maximum acceptable interest rate on the Refunding Bonds shall be as permitted by the Law, payable as described in the Bond Purchase Contract. The Refunding Bonds shall mature on December 15 in the years from and including 2002 to and including 2006, in principal amounts to be determined by the Finance Director prior to execution of the Bond Purchase Contract. The Refunding Bonds shall be of the denomination of $5,000 each or any integral multiple thereof (provided that no Refunding Bonds shall have prindpal maturing on more than one principal maturity date). Section 3. The selection of George K. Baum & Company as Underwriter of the Refunding Bonds is hereby authorized, approved and ratified. The Bond Purchase Contract is hereby approved and authorized in substantially the form on file with the City Clerk. Subject to the DOCSSFI:572718.2 40213-26-12/5/016:44 PM 4 paragraph immediately below in this Section 3, the Finance Director is hereby authorized to execute and deliver the Bond Purchase Contract in substantially said form, completed with such additions, changes and corrections thereto as the Finance Director shall require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Finance Director is hereby authorized to negotiate with the Underwriter for purchase and sale of the Refunding Bonds and to accept the offer of the Underwriter to purchase the Refunding Bonds when the Finance Director is satisfied with the terms of such purchase, so long as the aggregate principal amount of the Refunding Bonds shall not exceed $5,500,000, the net interest cost (which shall take into account (a) the interest rote or rotes on the Refunding Bonds, (b) the Underwfiter's Discount, and (c) any original issue discount or premium) shall not exceed four percent (4.00%) to maturity, and the total net interest cost to maturity on the Refunding Bonds plus the principal amount of the Refunding Bonds shall be less than the total net interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds; and if the terms of the Bond Purchase Contract, as completed to reflect the final terms of sale and any additions, changes or corrections approved by the Finance Director, are acceptable to the Finance Director, the Finance Director is hereby authorized and directed to execute the Bond Purchase Contract on behalf of the Section 4. The Paying Agem Agreement is hereby approved and authorized in substantially the form on file with the City Clerk The Finance Director is hereby authorized and directed to execute and deliver the Paying Agent Agreement in substantially said form, completed with terms as shall be agreed to by the Finance Director in accordance with this Resolution and the Bond Purchase Contract, and with such other changes therein as the Finance Director may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. DOCSSFI:572718.2 40213-26-12/6/01 1:20 PM 5 Section 5. The appointment of Onick, Henington & Sutcliffe LIP as Bond Counsel to the City for the Refunding Bonds is hereby approved and ratified, and the execution of the Bond Counsel Services Agreement on file with the City Clerk is hereby approved and ratified. The several officers of the City whose names are set forth on the signature page of the Bond Counsel Services Agreement are authorized and directed to execute said agreement. Section 6. The appointment of Pillsbury Winthrop l J.P as Disclosure Counsel to the City for the Refunding Bonds is hereby approved and ratified, and the execution of the Disdosure Counsel Services Agreement on file with the City Clerk is hereby approved and ratified. The several officers of the City whose names are set forth on the signature page of the Disclosure Counsel Services Agreement are authorized and directed to execute said agreement. Section7. The Preliminary Official Statement is hereby approved and authorized in substantially the form on file with the City Clerk. The Preliminary Official Statement shall be deemed "nearly final" for purposes of compliance with Securities and Exchange Commission Rule 15c(2)-12, and the Finance Director, as the City officer to be authorized and directed to execute the Official Statement, is authorized to execute and deliver a certificate in the customary form respecting such finality. This City Council authorizes such modifications thereto, whether by corrections or additions thereto or by supplement or amendment thereof, as shall be approved by Disclosure Counsel and by the Finance Director, such approval to be conclusively established by delivery thereof to the Underwriter. The Underwriter is authorized to distribute said Preliminary Official Statement in connection with its public offering of the Refunding Bonds, and the Finance Director, DOCSSFl:572718.2 40213-26-12/5/016:44 PM 6 in coordination with the Underwriter and Disclosure Counsel, shall cause sufficient copies of the Preliminary Official Statement to be printed and made available to the Underwriter for said purpose. Section 8. This City Council hereby authorizes the preparation of an Official Statement, to be substantially derived from the Preliminary Official Statement, following execution of the Bond Purchase Contract. The Finance Director is hereby authorized to execute the Official Statement and to provide for printing and delivery to the Underwriter of sufficient copies of the Official Statement, as reasonably determined by the Underwriter, and the Underwriter is authorized to distribute the Official Statement in connection with its offering or reoffering of the Refunding Bonds to the public. Section 9. The Refunding Bonds represent the general obligation of the City. Except as may be provided from other funds of the City legally available for the purpose, the money for the payment of prindpal of and interest on the Refunding Bonds, as such principal and interest become due and payable, shall be raised by taxation upon all taxable property in the City and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such payment and redemption out of the fund created for that purpose under the Paying Agent Agreement. To the extent that other funds of the City legally available for the purpose of payment of the prindpal of and the interest on the Refunding Bonds are not anticipated to be available when required for timely payment of such obligations, the Finance Director is hereby authorized and directed to cause a tax to be levied on all taxable property of the City at a rate which shall be suffident in each year, when combined with such other funds of the City as are legally available for such purpose, to pay the interest on and prindpal of the Refunding Bonds coming due in that year, and said taxes shall be transferred to the Paying Agent for deposit into the fund created DOCSSFl:572718.2 40213-26-12/5/01 6:44 PM 7 under the Paying Agent Agreement at the times required thereby for payment of the Refunding Bonds; provided that at no time in any single fiscal year shall a tax be levied to pay the principal of and interest and redemption premium, if any, on both the Refunding Bonds and the Prior Bonds, and the Finance Director is hereby authorized and directed to cause the levy of the property tax for payment of the Prior Bonds to be discontinued if necessary to avoid such duplication of property taxation. Section 10. The Finance Director is hereby authorized and directed to give or cause to be given notice of redemption of the Prior Bonds, pursuant to the terms of Resolution No. 89-76. Section 11. The Finance Director or duly appointed deputy is hereby authorized on behalf of the City to execute a Continuing Disclosure Certificate containing such undertakings and covenants of the City as shall be necessary and appropriate to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of such Continuing Disdosure Certificate. Section 12. The officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized, and otherwise to cany out, give effect to and comply with the terms and intent of this Resolution. The Mayor, the City Manager, the Finance Director, the City Attomey, the City Clerk, and all other officers and employees of the City be and they are hereby authorized and directed to execute and deliver any and all certificates and representations, including signature certificates, no-litigation certificates, tax certificates, and certificates concerning the Offidal Statement describing the Refunding Bonds, necessary and desirable to accomplish the transactions set forth above. DOCSSF1:572718.2 40213-26-12/5/016:44 PM 8 Section 13. Ail actions heretofore taken by the officers and agents of the City with respect to the sale, execution and delivery of the Refunding Bonds and the other transactions authorized and contemplated herein are hereby approved, confirmed and ratified. Section 14. This resolution shall take effect immediately upon its adoption. DOCSSFl:572718.2 40213.26-12/5/01 6:44 PM 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 December 12, 2001, by the following vote: CARSON, BENHAM, MAGGARD, COUCH, HANSON, SULLIVAN, SALVAGGIO AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAIN: COUNCILMEMBER ABSENT: COUNCILMEMBER City Clerk and Ex Officio · ~ Clerk of the Council of the City of Bakersfield HAI~VEY L. i~[ALL, MAYOR APPROVED AS TO FORM: ORRICK HERR1NGTON & SUTCLIFFE LLP APPROVED AS TO FORM: BART J. THILTGEN City Attorney By /~)~'~' ~'~' ~ DOCSSFl:572718.2 40213-26-12/5/01 6:44 PM 10