HomeMy WebLinkAboutRES NO 081-12CITY OF BAKERSFIELD
CONSOLIDATED REASSESSMENT DISTRICT NO. 12 -1
RESOLUTION NO. ; _08 1 " 12
RESOLUTION PROVIDING FOR THE ISSUANCE OF CITY OF BAKERSFIELD
LIMITED OBLIGATION REFUNDING BONDS CONSOLIDATED REASSESSMENT
DISTRICT NO. 12 -1; PRESCRIBING THE DATE AND FORM OF SAID BONDS
AND PRESCRIBING THE REDEMPTION PROVISIONS THEREFOR;
AUTHORIZING THE EXECUTION OF SAID BONDS; PROVIDING FOR THE
COLLECTION OF REASSESSMENTS TO PAY THE PRINCIPAL OF AND
INTEREST ON SAID BONDS; APPROVING THE SALE OF SAID BONDS (WHICH
ESTABLISHES THE MATURITIES OF AND INTEREST RATES ON SAID BONDS)
WHEREAS, the City Council of the City of Bakersfield (the "City "), by
proceedings duly had and taken, duly provided for the issuance of the following City of
Bakersfield Limited Obligation Improvement Bonds (the "Prior Bonds "), under and pursuant to
the conditions and terms of the Improvement Bond Act of 1915, being Division 10 of the
California Streets and Highways Code (the "1915 Act ") in and for the following assessment
districts (the "Assessment Districts "):
Brimhall II, Spring Meadows, Fairways, Campus Park, Assessment District No. 96-1
$3,685,000 principal amount of bonds issued on December 23, 1996, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 96 -1
(Brimhall II/ Spring Meadows/ Fairways/ Campus Park)" of which the unmatured
principal amount of $390,000 remains outstanding;
2. Spring Meadows II, Stockdale Highway Commercial, Assessment District No. 97 -1
$1,520,000 principal amount of bonds issued on May 13, 1998, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 97 -1
(Spring Meadows II/ Stockdale Highway Commercial) ", of which the unmatured
principal amount of $595,000 remains outstanding;
3. Brimhall IV, Stockdale Highway Commercial, Gosford Industrial, Assessment District No.
98 -1
$5,830,000 principal amount of bonds issued on July 2, 1999, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 98-1
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(Brimhall IV/ Stockdale Highway Commercial /Gosford Industrial) ", of which the
unmatured principal amount of $2,420,000 remains outstanding;
4. Polo Greens, River Oaks, Assessment District No. 99 -1
$2,310,000 principal amount of bonds issued on November 3, 1999, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 99-1 (Polo
Greens/ River Oaks) ", of which the unmatured principal amount of $1,070,000 remains
outstanding;
5. Seven Oaks West, Assessment District No. 99 -2
$4,215,000 principal amount of bonds issued on July 19, 2000, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 99-2
(Seven Oaks West) ", of which the unmatured principal amount of $1,970,000 remains
outstanding;
6. Ming at Allen, Mountain Vista Drive, Hampton Place, Assessment District No. 01 -1
$2,460,000 principal amount of bonds issued on July 19, 2001, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 01 -1 (Ming
at Allen/ Mountain Vista Drive /Hampton Place) ", of which the unmatured principal
amount of $1,360,000 remains outstanding;
7. Seven Oaks West II, River Walk, Southern Oaks, Assessment District No. 01 -2
$7,880,000 principal amount of bonds issued on April 24, 2002, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 01 -2
(Seven Oaks West II/ River Walk/ Southern Oaks) ", of which the unmatured principal
amount of $4,175,000 remains outstanding;
Madison Grove, San Lauren, Mountain Vista, Westlake, Assessment District No. 01 -3
$5,060,000 principal amount of bonds issued on August 7, 2002, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 01 -3
(Madison Grove/ San Lauren/ Mountain Vista/ Westlake) ", of which the unmatured
principal amount of $3,035,000 remains outstanding;
9. Avalon, Belsera, Montara, The Woods, Assessment District No. 02 -1
$1,940,000 principal amount of bonds issued on November 14, 2002, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 02 -1
(Avalon/ Belsera/ Montara/ The Woods) ", of which the unmatured principal amount of
$1,205,000 remains outstanding;
10. Brighton Place, Silver Creek II, Assessment District No. 03 -1
$2,895,000 principal amount of bonds issued on June 2, 2004, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 03 -1
(Brighton Place /Silver Creek II) ", of which the unmatured principal amount of
$1,880,000 remains outstanding;
11. Buena Vista Ranch, Belsera II, Montara II, Olive Park II, Assessment District No. 03 -2
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$3,045,000 principal amount of bonds issued on October 15, 2003, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 03 -2
(Buena Vista Ranch/ Belsera II/ Montara II/ Olive Park II) ", of which the unmatured
principal amount of $1,825,000 remains outstanding;
12. Seven Oaks West III, Brighton Place Il, Fairway Oaks South, Assessment District No. 03-3
$6,455,000 principal amount of bonds issued on July 8, 2004, designated "City of
Bakersfield, Limited Obligation Improvement Bond, Assessment District No. 03 -3
(Seven Oaks West III/ Brighton Place II/ Fairway Oaks South) ", of which the unmatured
principal amount of $4,155,000 remains outstanding; and
WHEREAS, this City Council has determined to issue the City of Bakersfield
Limited Obligation Refunding Bonds, Consolidated Reassessment District No. 12 -1 (the
"Refunding Bonds ") for the purpose of refunding the unmatured portions of the Prior Bonds now
outstanding under and pursuant to the conditions and terms of the Refunding Act of 1984 for
1915 Improvement Act Bonds, being Division 11.5 of the California Streets and Highways Code
(the "1984 Act "), and to provide for the levy and collection of reassessments as security for the
Refunding Bonds; and
WHEREAS, the City has determined pursuant to Section 6588(v) of the
Government Code to sell the Refunding Bonds to the California Statewide Communities
Development Authority (the "Authority ") pursuant to a Local Obligation Purchase Contract (the
"Local Obligation Purchase Contract ") by and between the City and the Authority, and hereby
finds and determines that such sale will result in significant public benefits including
demonstrable savings in effective interest rate, bond preparation, bond underwriting discount,
original issue discount or bond issuance costs and more efficient delivery of local agency
services to residential and commercial development; and
WHEREAS, the Authority intends to issue its Limited Obligation Revenue Bonds
(City of Bakersfield Consolidated Reassessment District No. 12 -1), Series 2012 (the "Revenue
Bonds ") pursuant to a Trust Agreement, dated as of August 1, 2012 (the "Trust Agreement "), by
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and among the Authority and Wilmington Trust, N.A. (the "Trustee ") for the purpose of
acquiring the Refunding Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Bakersfield, as follows:
Section 1. The foregoing recitals are true and correct, and this City Council so
finds and determines.
Section 2. This City Council has reviewed all proceedings heretofore taken
relative to the foregoing and has found, as a result of such review, and does hereby find and
determine that all acts, conditions and things required by law to exist, to happen and to be
performed precedent to and in the issuance of the Refunding Bonds under the 1984 Act as
hereinafter authorized and provided do exist, have happened and have been performed in due
time, form and manner as required by the 1984 Act and all other applicable laws, and the City is
now authorized pursuant to each and every requirement of law to issue the Refunding Bonds in
the manner and form as provided in this resolution.
Section 3. The Refunding Bonds shall be issued upon and shall represent and
shall be secured by said reassessments in accordance with the provisions of the 1984 Act to
provide means for refunding the Prior Bonds, including payment of all costs of issuing the
Refunding Bonds. The Refunding Bonds shall be issued as hereinafter set forth and shall be
known as the "City of Bakersfield Limited Obligation Refunding Bonds, Consolidated
Reassessment District No. 12 -1" and shall be in an aggregate principal amount of not to exceed
$21,670,000. The Refunding Bonds shall be issued as fully registered bonds, shall be of the
denomination of $1 or any integral multiple of $1 as determined by the registered owners thereof
(not exceeding the principal amount of Refunding Bonds maturing at any one time), shall be
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dated their date of delivery, presently expected to be on or about August 2, 2012, and shall
mature and bear interest as provided in the Local Obligation Purchase Contract. Notwithstanding
any provision of the 1984 Act or these proceedings, reassessments may be prepaid in part in
integral multiples of one dollar ($1).
The Refunding Bonds shall bear interest from the interest payment date next
preceding the date of authentication and registration thereof, unless such date of authentication
and registration is on a day during the period from the sixteenth (16th) day of the month next
preceding an interest payment date to such interest payment date, both inclusive, in which event
they shall bear interest from such interest payment date, or unless such date of authentication and
registration is on a day on or before the fifteenth (15th) day of the month next preceding the first
interest payment date, in which event they shall bear interest from their dated date. Such interest
shall be payable on March 2, 2013, and thereafter semiannually on March 2 and September 2 of
each year until and at the respective maturity dates of the Refunding Bonds.
The interest on and principal of and redemption premiums, if any, on the
Refunding Bonds shall be payable in lawful money of the United States of America at the
principal corporate trust office of Wilmington Trust National Association (the "Paying Agent ")
Payment of the interest on the Refunding Bonds due on or before the maturity or prior
redemption thereof shall be made by check mailed to the registered owners of the Refunding
Bonds at their addresses as they appear at the close of business as of the fifteenth (15th) day of
the month prior to each such interest payment date on the registration books maintained by the
Paying Agent, and payment of the principal of and redemption premiums, if any, on the
Refunding Bonds shall be made only upon surrender thereof by the registered owners thereof on
their maturity dates or on redemption prior to maturity to the Paying Agent; provided that, for the
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period during which the Authority is the registered owner of the Refunding Bonds, payment of
the principal of and the interest and redemption premiums, if any, on the Refunding Bonds will
be paid on each March 2 and September 2 payment date by wire transfer to the party specified in
writing by the Authority to the Paying Agent.
Any Local Obligation may be redeemed in whole or in part in integral multiples of
$1 of the Refunding Bonds on the second day of March or September in any year, at the option of
the City, upon payment of the principal amount thereof and interest accrued thereon to the date of
redemption, together with a redemption premium equal to three percent of such principal amount
redeemed. The City shall proceed pursuant to Part 11.1 of the 1915 Act in determining those
Refunding Bonds or portions thereof to be redeemed and the manner of the redemption thereof,
and notice of advance redemption of any Local Obligation shall be given by the City as provided
in the 1915 Act.
This City Council declares and determines that it does not and will not obligate
itself to advance funds from the City treasury to cure any deficiency which may occur at any time
in the Redemption Fund created in Section 9 of this resolution.
Section 4. (a) The Refunding Bonds shall be initially issued and
registered and shall be executed and delivered in such denominations and numbered in such
manner as determined by the Authority and registered in the names of such persons as are
requested in such written request of the Authority, subject to the limitations of Section 3 of this
resolution; and thereafter, such Refunding Bonds shall be transferred pursuant to Section 3 of
this resolution.
(b) The City and the Paying Agent shall be entitled to treat the person in
whose name any such Local Obligation is registered as the owner thereof for all purposes hereof
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and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent
or the City; and the City and the Paying Agent shall have no responsibility for transmitting
payments to, communication with, notifying, or otherwise dealing with any persons other than
the registered owners of such Refunding Bonds; and neither the City nor the Paying Agent shall
have any responsibility or obligation, legal or otherwise, to any other party, except the registered
owner of any such Refunding Bonds.
Section 5. The Refunding Bonds shall be in substantially the following form,
the blanks in said form to be filled in with appropriate words or figures, namely:
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REGISTERED
NUMBER _
[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
KERN COUNTY
CITY OF BAKERSFIELD
LIMITED OBLIGATION REFUNDING BOND
CONSOLIDATED REASSESSMENT DISTRICT NO. 12 -1
REGISTERED
INTEREST MATURITY BOND
RATE DATE DATE
% _ , 2012
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
Under and by virtue of the "Refunding Act of 1984 for 1915 Improvement Act
Bonds," being Division 11.5 of the California Streets and Highways Code (the "Act "), the City of
Bakersfield in the State of California (the "City ") will, out of the Redemption Fund hereinafter
referred to, pay to the registered owner set forth above on the maturity date set forth above
(subject to the right of prior redemption hereinafter reserved) the principal amount set forth
above in lawful money of the United States of America, and in like manner will pay interest from
the interest payment date next preceding the date on which this bond is authenticated and
registered (unless this bond is authenticated and registered on a day during the period from the
sixteenth (16th) day of the month next preceding an interest payment date to such interest
payment date, both inclusive, in which event it shall bear interest from such interest payment
date, or unless this bond is authenticated and registered on a day on or before the fifteenth (15th)
day of the month next preceding the first interest payment date, in which event it shall bear
interest from , 2012) until payment of such principal sum shall have been discharged, at
the interest rate per annum set forth above, payable semiannually on March 2 and September 2 in
each year, commencing on March 2, 2013.
Both the principal hereof and redemption premium hereon are payable at the
principal corporate trust office of Wilmington Trust National Association (the "Paying Agent "),
and the interest hereon is payable by check mailed to the owner hereof at the owner's address as
it appears on the registration books of the Paying Agent, or at such address as may have been
filed in writing with the Paying Agent for that purpose, at the close of business as of the fifteenth
(15th) day of the month next preceding each interest payment date; provided that, for the period
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during which the California Statewide Communities Development Authority is the registered
owner of this Bond, payment of the principal of and the interest and redemption premium, if any,
on this Bond will be made by wire transfer on each March 2 and September 2 payment date to
such party as shall be specified in writing by the Authority to the Paying Agent.
This bond is one of several annual series of bonds of like date, tenor and effect,
but differing in amounts, maturities and interest rates, issued by the City under the Act and the
resolution providing for its issuance (the "Resolution ") for the purpose of providing funds for
refunding assessment bonds originally issued to pay for the improvements described in said
proceedings, and is secured by the moneys in the Redemption Fund provided in the Resolution
and by the unpaid portion of reassessments levied for the payment hereof, and, including
principal and interest, is payable exclusively out of said fund.
The City Council has declared and determined that it does not and will not
obligate itself to advance funds from the City treasury to cure any deficiency which may occur at
any time in said Redemption Fund.
This bond will continue to bear interest after maturity at the rate above stated;
rovided, it is presented at maturity and payment thereof is refused upon the sole ground that
there are not sufficient moneys in said Redemption Fund with which to pay the same. If it is not
presented at maturity, interest thereon will run until maturity.
This bond, or any portion of it in the amount of one dollar ($1) or any integral
multiple thereof, may be redeemed and paid in advance of maturity upon the second day of
March or September in any year by giving at least thirty (30) days' notice by registered or
certified mail to the registered owner hereof at the owner's address as it appears on the
registration books of the Paying Agent by paying principal and accrued interest together with a
redemption premium equal to three percent of the principal amount of bonds redeemed.
This bond is transferable by the registered owner hereof, in person or by the
owner's attorney duly authorized in writing, at the office of the Paying Agent, subject to the
terms and conditions provided in the Resolution, including the payment of certain charges, if any,
upon surrender and cancellation of this bond. Upon such transfer, a new registered bond or
bonds, of any authorized denomination or denominations, of the same maturity, for the same
aggregate principal amount, will be issued to the transferee in exchange therefor.
Bonds shall be registered only in the name of an individual (including joint
owners), a corporation, a partnership or a trust.
Neither the City nor the Paying Agent shall be required to make such exchange or
registration of transfer of bonds during the period from the sixteenth (16th) day of the month next
preceding an interest payment date to such payment date, both inclusive.
The City and the Paying Agent may treat the registered owner hereof as the
absolute owner for all purposes, and the City and the Paying Agent shall not be affected by any
notice to the contrary.
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This bond shall not be entitled to any benefit under the Act or the Resolution, or
become valid or obligatory for any purpose, until the certificate of authentication and registration
hereon endorsed shall have been dated and signed by the Finance Director.
IN WITNESS WHEREOF, the City Council of City of Bakersfield has caused this
bond to be signed manually or in facsimile by the Finance Director of the City, in his capacity as
treasurer, and by the City Clerk, and has caused its corporate seal to be impressed manually or in
facsimile hereon, all as of , 2012.
CITY OF BAKERSFIELD
Finance Director
(SEAL)
City Clerk
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[Form of and Certificate
of Authentication and Registration]
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the bonds described in the within - mentioned Resolution which has
been authenticated and registered on
WILMINGTON TRUST NATIONAL
ASSOCIATION, as Paying Agent
[Form of Assignment]
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within bond and do(es) hereby
irrevocably constitute and appoint attorney to transfer the same on the
register of the Finance Director, as Registrar, with full power of substitution in the premises.
Date:
SIGNATURE GUARANTEED:
NOTE: The signature(s) must be guaranteed by an eligible guarantor institution. The
signature(s) to this Assignment must correspond with the name(s) as written on
the face of the within bond in every particular, without alteration or enlargement
or any change whatsoever.
Social Security Number, Taxpayer Identification Number or other Identifying
Number of Assignee:
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Section 6. The Finance Director of the City, in his capacity as treasurer, and
the City Clerk are hereby authorized and directed, respectively, as such officers to execute each
of the Refunding Bonds on behalf of the City, either manually or in facsimile, and the City Clerk
is hereby authorized and directed to affix manually or in facsimile the official seal of the City
thereto; and such signing and sealing as herein provided shall be a sufficient and binding
execution of the Refunding Bonds by the City. In case either of such officers whose signature
appears on the Refunding Bonds shall cease to be such officer before the delivery of the
Refunding Bonds to the purchaser, such signature shall nevertheless be valid and sufficient for all
purposes the same as though such officer had remained in office until the delivery of the
Refunding Bonds. Only such of the Refunding Bonds as shall bear thereon a certificate of
registration and authentication in the form hereinabove set forth, executed and dated by the
Paying Agent, shall be entitled to any benefits hereunder or be valid or obligatory for any
purpose, and such certificate shall be conclusive evidence that the Refunding Bonds so
authenticated have been duly authorized, executed, issued and delivered hereunder and are
entitled to the benefits hereof.
Section 7. The Paying Agent shall pay interest on the Refunding Bonds due
on or before the maturity or prior redemption thereof to the registered owners thereof as their
names appear at the close of business as of the fifteenth (15th) day of the month next preceding
each interest payment date on the registration books required to be kept by the Paying Agent
pursuant to this section as the registered owners thereof, such interest to be paid by check mailed
to such registered owners at their addresses appearing on such books or at such other addresses as
they may have filed in writing with the Paying Agent for that purpose, and to pay to such
registered owners the principal of and redemption premiums, if any, on the Refunding Bonds
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upon presentation and surrender of the Refunding Bonds to the Paying Agent at maturity or on
redemption prior to maturity; provided that, for the period during which the California Statewide
Communities Development Authority is the registered owner of any Local Obligation, the
principal of and the interest and redemption premium, if any, on said Local Obligation shall be
paid by wire transfer on the Business Day prior to each March 2 and September 2 payment date
to the party specified in writing by the Authority to the Paying Agent.
The Paying Agent will keep at his or her principal corporate trust office sufficient
books for the registration, transfer and exchange of the Refunding Bonds, and upon presentation
for such purpose the Paying Agent shall, under such reasonable regulations as he may prescribe,
register or transfer or exchange Refunding Bonds on such books as hereinafter provided.
Any Local Obligation may be transferred or exchanged on such books by the
registered owner thereof, in person or by his duly authorized attorney, upon payment by the
person requesting such transfer or exchange of any tax or other governmental charge required to
be paid with respect to such transfer or exchange and upon surrender of such Local Obligation
for cancellation accompanied by delivery of a duly executed written instrument of transfer or
exchange in a form approved by the Paying Agent. Whenever any Local Obligation or
Refunding Bonds shall be surrendered for transfer or exchange, the City shall execute and the
Paying Agent shall authenticate and deliver a new Local Obligation or Refunding Bonds of
authorized denominations and of the same maturity date aggregating the principal amount of the
Local Obligation or Refunding Bonds so surrendered. The City and the Paying Agent may deem
and treat the registered owner of any Local Obligation as the absolute owner of such Local
Obligation for the purpose of receiving payment thereof and for all other purposes, whether such
Local Obligation shall be overdue or not, and neither the City nor the Paying Agent shall be
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affected by any notice or knowledge to the contrary; and payment of the interest on and principal
of and redemption premium, if any, on such Local Obligation shall be made only to such
registered owner as above provided, which payment shall be valid and effectual to satisfy and
discharge liability on such Local Obligation to the extent of the sum or sums so paid.
Section 8. The reassessments levied on the respective parcels in Consolidated
Reassessment District No. 12 -1, together with interest thereon computed at the rate specified in
the Refunding Bonds (which interest shall begin to run from the date of the Refunding Bonds),
shall, in accordance with and consistent with the Act, remain and constitute a trust fund for the
redemption and payment of the principal of the Refunding Bonds and for the interest due thereon,
and said reassessments and each installment thereof and the interest and penalties thereon shall
constitute a lien against the lots and parcels of land on which they are made until the same be
paid. The Finance Director shall furnish to the County Auditor of Kern County (the "Auditor ")
and, as prescribed by the Act, the Auditor shall keep records in his office showing, the several
installments of principal and interest on said reassessments which are to be collected in each year
during the term of the Refunding Bonds; and an annual installment of said reassessments shall be
payable and shall be collected in each year corresponding in amount to the amount of Refunding
Bonds unpaid and to accrue that year, which amount shall be sufficient to pay the Refunding
Bonds as the same become due, and an annual installment of interest on said reassessments shall
be payable and shall be collected in each year corresponding in amount to the amount of interest
which will accrue on the Refunding Bonds outstanding for such year, which amount shall be
sufficient to pay the interest thereon that shall become due in the next succeeding March and
September. The annual proportion of said reassessments coming due in any year, together with
the annual interest on such reassessments, shall be payable in the same manner and at the same
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time and in the same installments as the general taxes on real property in the City are payable,
and said reassessment installments and said annual interest on said reassessments shall be
payable and become delinquent on the same dates and in the same proportionate amounts and
bear the same proportionate penalties and interest after delinquency as do general taxes on real
property in the City.
This City Council hereby covenants for the benefit of (1) the registered owners of
the Refunding Bonds and (2) the registered owners of the Revenue Bonds of the Authority that
no later than October 1 in any year, the City shall file an action in the Superior Court to foreclose
the lien on each delinquent assessment if (1) the sum of uncured assessment delinquencies for the
preceding fiscal year exceeds five percent (5 %) of the assessment installments posted to the tax
roll for that fiscal year or (2) there is an unscheduled draw on the reserve fund relating to the
Revenue Bonds of the Authority that causes such reserve fund to fall below the required reserve.
The City Council hereby further covenants with the registered owners of the Refunding Bonds
and the registered owners of the Revenue Bonds of the Authority that it will monitor the records
of the Auditor - Controller of Kern County for the purpose of ascertaining the occurrence of any
delinquency.
Section 9. There is hereby created and established a fund to be known as the
"City of Bakersfield Limited Obligation Refunding Bonds, Consolidated Reassessment District
No. 12 -1, Redemption Fund," which fund shall be kept by the Finance Director and shall
constitute a trust fund for the benefit of the registered owners of the Refunding Bonds, and all
sums received by the Finance Director which are received from the collection of said
reassessments (except for those amounts allocable to administrative expenses), and of the interest
and penalties thereon, and including amounts paid to the City on account of any prior pay -off and
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discharge of a reassessment lien (whether in whole or in part), together with any amounts
received from the trustee for the Authority's Revenue Bonds shall upon receipt be deposited in
said fund. At the time of the issuance of the Refunding Bonds, the City shall deposit in the
Redemption Fund from the proceeds of sale of the Refunding Bonds the amount representing the
capitalized interest, if any, and the accrued interest, if any, received on the delivery of the
Refunding Bonds. All sums to become due for the principal of and the interest on the Refunding
Bonds shall be withdrawn by the Finance Director from said fund for transfer to the Paying
Agent for use for the payment of the principal of and the interest on the Refunding Bonds, and
the Refunding Bonds and the interest thereon shall not be paid out of any other funds. Any
surplus remaining in said fund after payment of all Refunding Bonds and the interest thereon
shall be applied as directed by the City.
Section 10. There is hereby created and established a fund to be known as the
"City of Bakersfield Limited Obligation Refunding Bonds, Consolidated Reassessment District
No. 12 -1, Expense Fund," which fund shall be kept by the Finance Director. After making the
deposits in the Redemption Fund as required by Section 9, all remaining proceeds of the sale of
the Refunding Bonds, if any, shall be deposited in the Expense Fund and shall be kept separate
and distinct from all other City funds. All moneys collected by the City as administrative costs
pertaining to administration of the reassessments and the Refunding Bonds shall also be
deposited in the Expense Fund. All money in the Expense Fund shall be disbursed on such dates
and in such amounts as are necessary to pay all costs of administering the reassessments and the
Refunding Bonds (as provided under the Act), including all expenses incident to administering
installments and prepayments collected on account of the unpaid reassessments, apportioning the
reassessments if necessary in the event of division of any reassessment parcel, and all expenses
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incident to the calling, retiring or paying of the Refunding Bonds, and including, but not limited
to, fees of bond counsel, underwriters, trustees, certified public accountants and rating agencies,
continuing disclosure service providers, administrative expenses of the City, administrative
expenses and charges of the Authority in connection with its administration of the City of
Bakersfield Consolidated Reassessment District No. 12 -1 and the Revenue Bonds, and the
charges of the Finance Director in connection with the Refunding Bonds and the Authority's
Revenue Bonds.
Section 11. Upon delivery of the Refunding Bonds to the Authority, and in lieu
of payment by the Authority to the City of that portion of the purchase price of the Refunding
Bonds required for purposes of redemption of the Prior Bonds on September 2, 2012, as the
amount of said portion is specified in the Trust Agreement pertaining to the Authority's Revenue
Bonds, the City will provide the Authority with written instructions at the time of such delivery
providing for payment of said portion to the Redemption Fund pertaining to the Prior Bonds,
from which the Prior Bonds will be redeemed on September 2, 2012.
Section 12. The City will not take or omit to take any action that would cause
the interest on the Refunding Bonds to be included in gross income for federal income tax
purposes. Without limiting the generality of the foregoing:
(a) The City will not directly or indirectly use or allow the use of more than
10% of the proceeds of the Refunding Bonds in the trade or business of any nongovernmental
persons, and the City will not allow any actions to be taken that would result in the Refunding
Bonds being treated as federally guaranteed pursuant to Section 149(b) of the Internal Revenue
Code of 1986, as amended (the "Code "); and
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(b) The City will not directly or indirectly use or allow the use of the proceeds
of the Refunding Bonds in a manner that would cause the Refunding Bonds to be arbitrage bonds
described in Section 148 of the Code, and in particular, the City will not invest or allow the
investment of proceeds of the Refunding Bonds in investments with a yield materially higher
than the yield on the Refunding Bonds except as described in the Tax Certificate executed in
connection with the issuance of the Refunding Bonds. In addition, the City will pay from time to
time all amounts, if any, required to be rebated to the United States Government pursuant to
Section 148(f) of the Code. If the City fails to expend all proceeds of the Refunding Bonds
within six (6) months of the date of issue thereof, or establishes any funds pledged to the
payment of the Refunding Bonds other than as currently provided herein, the City shall contact
nationally recognized bond counsel for advice relative to compliance with the rebate
requirements of Section 148 of the Code.
Section 13. The form and substance of the Local Obligation Purchase Contract
is hereby approved. The Local Obligation Purchase Contract makes reference to Exhibit A to be
attached thereto to set forth and establish, among other things, the Dated Date, the maturity
schedule and the interest rates for the Refunding Bonds. This City Council hereby authorizes the
Finance Director to approve Exhibit A after the date of this resolution and upon the condition
that notwithstanding the foregoing, Exhibit A to the Local Obligation Purchase Contract shall not
specify a final maturity of the Refunding Bonds later than the last maturity of any of the Prior
Bonds or terms of the Refunding Bonds which cause the yield on the Refunding Bonds to exceed
any limitation imposed by law.
Following attachment of the approved Exhibit A, and subject to such modification
and revisions to the body thereof not inconsistent with the essential terms thereof, which
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modifications shall be approved by the City Attorney (such approval to be conclusively
established by execution thereof "approved as to form" by the City Attorney), and concurrently
with execution thereof by the authorized representatives of the Authority, the Finance Director is
authorized to execute the Local Obligation Purchase Contract on behalf of the City.
Section 14. The form and substance of the Preliminary Official Statement
describing the Authority's Revenue Bonds, and the Refunding Bonds is hereby approved. The
facts contained therein, as of this date, are true and correct in all material respects, and said
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. The Finance Director is authorized to execute a
certificate as to finality of the Preliminary Official Statement and to execute the final Official
Statement to be derived therefrom.
This City Council hereby finds and determines that said Preliminary Official
Statement is and shall be deemed "nearly final" for purposes of Rule 15c(2) -12 of the Securities
and Exchange Commission, and the Finance Director is hereby authorized to execute a certificate
to such effect in the customary form upon request of the Underwriter.
The Finance Director is authorized to approve corrections and additions to the
Preliminary Official Statement by supplement or amendment thereto, by appropriate insertions,
or otherwise as appropriate, provided that such corrections or additions shall be regarded by the
Finance Director as necessary to cause the information contained therein to conform to facts
material to the Refunding Bonds or the Authority's reassessment revenue bonds or to the
proceedings of this City Council or the Authority Board or that such corrections or additions are
in form rather than in substance.
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Section 15. The City Clerk is directed to cause the Refunding Bonds to be
typewritten, lithographed, printed or engraved, and to cause the blank spaces thereof to be filled
in to comply with the provisions hereof, and to procure their execution either manually or in
facsimile by the proper officers, and thereafter to deliver them, when so executed, to the Paying
Agent, who shall authenticate them, and thereafter to deliver them to the purchaser thereof on
receipt by the City of the purchase price thereof. The Finance Director of the City, in his
capacity as treasurer, and the City Clerk are further authorized and directed to make, execute and
deliver to the purchaser of the Refunding Bonds a signature certificate in the form customarily
required by purchasers of municipal bonds, certifying to the genuineness and due execution of
the Refunding Bonds. The Finance Director of the City, in his capacity as treasurer, and the City
Clerk are authorized and directed to make, execute and deliver to the purchaser of the Refunding
Bonds a no- litigation certificate in the form customarily required by purchasers of municipal
bonds, certifying to all facts within their knowledge relative to any litigation which may or might
affect the City or said officers or the Refunding Bonds. The Finance Director is further
authorized and directed to make, execute and deliver to the purchaser of the Refunding Bonds a
receipt in the form customarily required by purchasers of municipal bonds, evidencing the
payment of the purchase price of the Refunding Bonds, which receipt shall be conclusive
evidence that said purchase price has been paid and has been received by the City (in part) and
the Escrow Agent (in part). Any purchaser or subsequent taker or holder of the Refunding Bonds
is hereby authorized to rely upon and shall be justified in relying upon such signature certificate,
such no- litigation certificate and such receipt with respect to the Refunding Bonds executed, sold
and delivered pursuant to the authority of this resolution. Additionally, the officers of the City
are hereby authorized and directed, jointly and severally, to do any and all things and to execute
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and deliver any and all documents and contracts which they may deem necessary or advisable in
order to consummate the sale, execution and delivery of the Refunding Bonds and otherwise to
carry out, give effect to and comply with the terms and intent of this resolution, the Refunding
Bonds, and the Purchase Contract; and any such actions heretofore taken by such officers in
connection therewith are hereby ratified, confirmed and approved.
Section 16. This City Council hereby covenants for the benefit of the Authority
and the holders of the Refunding Bonds, to cooperate with the Authority in connection with
providing continuing disclosure in compliance with the requirements of Rule 15c(2) -12 of the
Securities and Exchange Commission. Without limiting the generality of the foregoing, the
Finance Director is hereby authorized and directed to provide the information in the possession
of the City necessary for the Authority to prepare and file an annual report containing the matters
required by Rule 15c(2) -12 of the Securities and Exchange Commission and for issuance and
publication of notices of material events, if such material events shall occur, pertaining to the
Refunding Bonds and related matters as prescribed by said Rule 15c(2) -12. The estimated cost
and expense of such continuing disclosure services shall be included in the annual administrative
cost assessment to be added to the annual installments billed on account of unpaid reassessments,
as provided in the Reassessment Report.
Section 17. This resolution shall take effect immediately upon its adoption.
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PASSED AND ADOPTED this 18th day of July, 2012, by the following vote:
NOES: (\CY\4.
ABSENT• e" �' , ~-so"'
ABSTAINED: f\by\L-
(SEAL)
ATTEST:
City Clerk of
the City of Bakersfield
S\)31 i c n , -SO n nSm
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APPROVED: JUL 1 8 2012
APPROVED AS TO FORM:
VIRGINIA GENNARO, CITY ATTORNEY
By w
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CLERK'S CERTIFICATE
I, Roberta Gafford, City Clerk of the City of Bakersfield, do hereby certify as
follows:
The foregoing resolution is a full, true and correct copy of a resolution duly
adopted at a regular meeting of the City Council of said City duly and regularly held at the
regular meeting place thereof on the 18`" day of July, of which meeting all of the members of said
City Council had due notice and at which a majority thereof were present; and that at said
meeting said resolution was adopted by the following vote:
✓ ✓
AYES: SALAS,•WEIR, COUCH, SULLIVAN, JOHNSON
NOES: NONE
ABSENT: BENHAM, HANSON
ABSTAINED: NONE
An agenda of said meeting was posted at least 72 hours before said meeting at
1600 Truxtun Avenue, Bakersfield, California, a location freely accessible to members of the
public, and a brief description of said resolution appeared on said agenda.
I have carefully compared the foregoing with the original minutes of said meeting
on file and of record in my office, and the foregoing is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption and the same is now in full force and effect.
Dated: U d , 2012 "1
City Clerk
the City of Bakes field
[SEAL]
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