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HomeMy WebLinkAboutRES NO PBC002-13RESOLUTION NO. PES G 0 0 2 - 13 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAKERSFIELD PUBLIC BENEFIT CORPORATION AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A CERTIFICATE PURCHASE AGREEMENT, AND AN INSTALLMENT SALE AGREEMENT IN CONNECTION WITH THE CITY OF BAKERSFIELD GAS TAX, TRANSPORTATION IMPACT FEE AND RESTRICTED UTILITY FRANCHISE AND SURCHARGE REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2013 (THOMAS ROADS IMPROVEMENT PROGRAM) AND OTHER MATTERS RELATING THERETO RECITALS: WHEREAS, the Bakersfield Public Benefit Corporation (the "Corporation ") is a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "State ") and was formed to assist the City of Bakersfield (the "City "), among other things, in the financing and /or refinancing of the Project (as defined herein), pursuant to the Nonprofit Public Benefit Corporation Law (being Part 2 of Division 2 of Title 1 of the California Corporations Code, as amended) and pursuant to the articles of incorporation and bylaws of the Corporation; and WHEREAS, the City is a charter city organized and existing under the laws of the State; and WHEREAS, Section 12 of Article III of the Charter of the City, authorizes the City, among other things, to acquire property for any municipal purpose, and provide for the construction of public improvements; and WHEREAS, the City has determined that the design, acquisition and construction of public street and highway projects (and as more fully described in the herein defined 2013 Installment Sale Agreement, the "Project ") is necessary and proper for, and for the benefit of, the City, and under the terms of applicable law, the payment for such Project may be made from (i) motor vehicle fuel tax revenues received by the City from the State (the "Gas Tax Revenues "), and deposited into the Gas Tax Fund (as defined in the hereinafter defined 2013 Installment Sale Agreement); (ii) transportation impact fee revenues received by the City from developers of land to mitigate traffic impacts caused by a development project (the "Transportation Impact Fee Revenues "), and deposited into the Transportation Impact Fee Trust Fund (as defined in the 2013 Installment Sale Agreement); (iii) certain additional electricity franchise payments and the electricity and gas surcharge payments paid to the City by certain franchisees for the use of the City's streets (the "Restricted Utility Franchise and Surcharge Revenues "), and deposited into the Roads Program Utility Franchise Fee and Surcharge Fund (as defined in the 2013 Installment Sale Agreement); and (iv) any other moneys of the City that are legally available to pay for the Project; and 4823- 9999 - 6948.3 WHEREAS, to effectuate the financing, it is proposed that the Corporation and the City enter into that certain 2013 Installment Sale Agreement, by and between the Corporation and the City (the "2013 Installment Sale Agreement "), pursuant to which the Corporation will acquire and construct the Project for, and sell the Project to, the City; and WHEREAS, pursuant to the 2013 Installment Sale Agreement, the City, acting as agent for the Corporation, will agree to design, acquire and construct the Project using proceeds from the sale of City of Bakersfield Gas Tax, Transportation Impact Fee and Restricted Utility Franchise and Surcharge Revenue Certificates of Participation, Series 2013 (Thomas Roads Improvement Program) (the "Certificates ") evidencing and representing a proportionate undivided interests of the owners thereof in the 2013 Installment Sale Payments (the "2013 Installment Sale Payments ") to be made by the City to the Corporation under the 2013 Installment Sale Agreement; and WHEREAS, the Board of Directors of the Corporation (the "Board of Directors ") intends to authorize the execution and delivery of additional Contracts (as defined in the 2013 Installment Sale Agreement) at some time in the future and from time to time for the purpose of facilitating the financing of the design, acquisition and construction of additional street and highway improvements; and WHEREAS, it is further proposed that the Corporation, the City and the trustee (which shall be determined at a later date) (the "Trustee ") shall enter into a Trust Agreement (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions made pursuant to this resolution, being referred to as the "Trust Agreement ") pursuant to which the Trustee will execute and deliver the Certificates; and WHEREAS, the Board of Directors desire to enter into a Certificate Purchase Agreement (the "Certificate Purchase Agreement ") by and among the District, the Corporation and the purchaser /purchasers /underwriter /underwriters (which will be determined at a later date) (the "Purchaser/Underwriter "), pursuant to which the Purchaser /Underwriter will agree to buy the Certificates on the terms and conditions set forth therein; and WHEREAS, the Corporation may determine that securing the timely payment of the principal and interest evidenced by the Certificates by obtaining a bond insurance policy (a "Certificate Insurance Policy ") with respect thereto issued by a municipal bond insurer could be economically advantageous to the City; and WHEREAS, the Corporation and the City intend to assist the Purchaser/Underwriter in the preparation of a preliminary official statement in connection with the sale and delivery of the Certificates, a form of such preliminary official statement to be presented to this Board of Directors at a later date; and WHEREAS, there have been presented to the Board of Directors the following documents: 1. Proposed form of the Trust Agreement; 2. Proposed form of the 2013 Installment Sale Agreement; and 2 4823- 9999 - 6948.3 3. Proposed form of the Certificate Purchase Agreement. NOW, THEREFORE THE BOARD OF DIRECTORS OF THE BAKERSFIELD PUBLIC BENEFIT CORPORATION DOES RESOLVE AS FOLLOWS: Section 1. Form of the 2013 Installment Sale Agreement. The 2013 Installment Sale Agreement in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved, and the President/Executive Manager, Vice President and/or Chief Financial Officer of the Corporation, any one or more thereof, are hereby authorized and directed, for and in the name and on behalf of the Corporation, to execute and deliver the 2013 Installment Sale Agreement with such changes, insertions and omissions therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 2. Form of the Trust Agreement. The Trust Agreement in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved, and the President/Executive Manager, Vice President and/or Chief Financial Officer of the Corporation, any one or more thereof, are hereby authorized and directed, for and in the name and on behalf of the Corporation, to execute and deliver a Trust Agreement in substantially said form, with such changes, insertions and omissions therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Form of the Certificate Purchase Agreement. The Certificate Purchase Agreement in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved, and the President/Executive Manager, Vice President and /or Chief Financial Officer of the Corporation, any one or more thereof, are hereby authorized and directed, for and in the name and on behalf of the Corporation, to execute and deliver a Certificate Purchase Contract in substantially such form, with such changes, insertions and omissions therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Authorization to Obtain Certificate Insurance Policy. The Corporation is hereby authorized to apply for a Certificate Insurance Policy for the Certificates and to obtain such Certificate Insurance Policy if the present value cost of such Certificate Insurance Policy is less than the present value of the estimated interest savings with respect to the Certificates. Section 5. Additional Authorization. The President/Executive Manager, Vice President and /or Chief Financial Officer of the Corporation and the other officers of the Corporation are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the offer and sale of the Certificates, and otherwise to carry out, give effect to and comply with the terms and intent of this resolution and the Certificates. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 6. Severability. The provisions of this resolution are hereby declared to be severable and if any section, phrase or provision shall for any reason be declared to be invalid, 3 4823 -9999- 6948.3 such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof. Section 7. Attestations. The secretary is hereby authorized and directed to attest the signature of the President/Executive Manager, Vice President and /or Chief Financial Officer of the Corporation, as may be required or appropriate in connection with the execution and delivery of said 2013 Installment Sale Agreement, Trust Agreement and Certificate Purchase Contract. Section 8. Governing Law. This resolution shall be construed and governed in accordance with the laws of the State of California. Section 9. Effective Date of Resolution. This resolution shall take effect immediately upon its passage. [Remainder of page intentionally left blank] 4 4823 - 9999 - 6948.3 PASSED AND ADOPTED THIS 25`b day of LIM Attest: By —"4,4 ,d� Roberta Gafford, Secreta I, Roberta Gafford, Secretary for the Bakersfield Public Benefit Corporation, do hereby certify that the foregoing resolution was passed and adopted at a meeting of the Board of Directors held on the 25th day of September, 2013, by the following vote: ✓ ✓ A e Directors: RIVERA. WEIR, SMITH, HANSON, SULL�VAN, JOHN, L N, HAL Directors: MAXWELL Absent: Directors: NONE Abstain: Directors: NONE By Roberta Gafford, Secretar Approved a o form by: By Virgi4 Gennar , Counsel to the Bakersfield Public Benefit Corporation 5 4823 - 9999 - 6948.3