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RESOLUTION NO. ____________
A RESOLUTION OF THE CITY OF BAKERSFIELD CITY COUNCIL
APPROVING THE ISSUANCE OF THE CALIFORNIA WASTEWATER
REVENUE REFUNDING BONDS , SERIES 2025A IN ONE OR MORE
SERIES IN AN AGGREGA TE PRINCIPAL AMOUNT NOT TO EXCEED
SIXTY-FIVE MILLI ON DOLLARS ($65,000,000), FOR THE PURPOSE
OF CURRENT REFUNDING AND DEFEASING ALL OR A PORTION OF
THE OUTSTANDING SERIES 2015A BONDS
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 Sections 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 b onds for the purposes set forth therein; 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 Master Trust Indenture, dated as of August 1, 2007 (the “Master Tru st Indenture”), by and between the City and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”)) for the purposes set forth in the Law and the Master Trust Indenture , and that such Bond s be payable from and secured by Net Revenues (as defined in the Master Trust Indenture); and WHEREAS, the City previously issued its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 20 15A (the “ Series 2015A Bonds ”) in the initial aggregate principal amount of $145,500,000; and WHEREAS, the City has determined that it is in its best interest to issue one or more series of Bonds in an aggregate principal amount not to exceed SIXTY-FIVE MILLION DOLLARS ($65,000,000) for the purpose o f current refunding and defeasing all or a portion of the outstanding Series 2015A Bonds (the “ Refunded Series 2015A Bonds”), which City expects will result in debt service savings to City; and WHEREAS, City has determined that the bonds issued to refund and defease the Refunded Series 2015A Bonds shall be designated as City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”); and
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WHEREAS, City has determined that it is in its best interest to also contribu te legally available funds on hand to refund the Refunded Series 2015A Bonds; and WHEREAS, City previously issued, pursuant to the terms of the Master Indenture and a fifth supplement thereto, its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2020A (the “Series 2020A Bonds”), in the aggregate principal amount of $10,525,000 for the purpose of current refunding a portion of the Series 2015A Bonds and such Series 2020A Bonds are secured by a pledge of Net Revenues; and
WHEREAS, the Series 2025A Bonds will be issued on a parity with the Series 2020A Bonds and any Series 2015A Bonds (that may remain outstanding after the issuance of the Series 2025A Bonds , if only a portion of the outstanding Series 2015A Bonds is refunded); and
WHEREAS, the Series 2025A 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 Sixth Supplemental Indenture (as hereinafter defined); and
WHEREAS, the Series 2025A Bonds will be issued so that the interest paid on the Series 2025A Bonds will be exclud able 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 Trust Company, National Association to act as escrow agent (the “Escrow Agent”) under t he Escrow Agreement (as hereinafter defined); and
WHEREAS, City staff has recommended the selection of BofA Securities, Inc. to act as the underwriter of the Series 2025A Bonds (the “Underwriter”); and WHEREAS, there have been prepared and submitted to City Clerk for consideration of this Council forms of the following documents:
(a) a form of the Sixth Supplemental Trust Indenture (the “ Sixth Supplemental Indenture”), to be entered into by and between City and the Trustee;
(b) a form of the Preliminary Official St atement (the “ Preliminary Official Statement”) relating to the issuance of the Series 2025A Bonds; (c) a form of the Bond Purchase Agreement (the “ Bond Purchase Agreement”), to be entered into by and between the Underwriter and City with respect to the purchase and sale of the Series 2025A Bonds;
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(d) a form of the Escrow Agreement (the “Escrow Agreement”), by and between City and U.S. Bank Trust Company, National Association , as Trustee and Escrow Agent, to be entered into with respect to the Series 2015A Bonds; and
(e) a form of a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), to be entered into by City;
WHEREAS, said documents will be modified and amended to reflect the various details applicable to the Series 2025A Bonds and said do cuments are subject to completion to reflect the results of the sale of the Series 2025A Bonds; and WHEREAS, Section 5852.1 of the California Government Code requires that the governing body of a public body obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorizing the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public:
(a) the true interest cost of the bonds,
(b) the sum of all fees and charges paid to third parties with respect to the bonds,
(c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds.
NOW, THEREFORE, BE IT RESOLVED , by City Council of the City of Bakersfield as follows:
1. The above recitals are true and correct and are incorporated herein by reference.
2. Issuance of Series 2025A Bonds; Terms of Series 2025A Bonds. For the purposes set forth in the foregoing recitals , City hereby autho rizes the issuance of its Series 2025A Bonds in an aggregate principal amount not to exceed Sixty-Five Million Dollars ($65,000,000), plus the amount of any original issue premium (subject to the limitations set forth in this Resolution) at which the Series 2025A Bonds may be sold. The proceeds from the sale of the Series 2025A Bonds , and any other moneys made available in connection with the refunding and defeasance of the Series 2015A Bonds, shall be used to pay the costs of issuance and to fund an escrow fund to pay the principal and interest on the Refunded Series 2015A Bonds on the applicable maturity date or redemption date. In addition to the above use of the Series 2025A Bonds
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proceeds, the proceeds from the Series 2025A Bonds may be used to fund a reserve fund for the Series 2025A Bonds and/or purchase a reserve fund surety policy, and pay for a municipal bond insurance policy relating to the Series 2025A Bonds , if it is determined by the Finance Director of the City that bond insurance results in savings to City.
The Series 2025A 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 Sixth Supplemental Indenture . Payment of principal of and interest on the Series 2025A Bo nds shall be made at the place or places and in the manner provided in the Master Trust Indenture and the Sixth Supplemental Indenture.
The Series 2025A Bonds shall be issued as current interest bonds and shall be initially available in denominations of $5,000 and integral multiples thereof. The Series 2025A Bonds shall, when issued, be in the aggregate principal amounts and shall be dated as shall be provided in the final form of the Sixth Supplemental Indenture. The Series 2025A Bonds may be issued as serial bonds and/or term bonds or as both serial bonds and term bonds, all as set forth in the Master Trust Indenture and the Sixth Supplemental Indenture . Except as otherwise permitted under this Resolution, the minimum net present value savings threshold shall be no less than 3.0% of the principal par amount of the Refunded Series 2015A Bonds . Interest on the Series 2025A Bonds shall be paid on the dates set forth in the Master Trust Indenture and the Sixth Supplemental Indenture . The Series 2025A Bon ds shall matu re no later than September 15, 2031. The Series 2025A Bonds may be sold in a manner by which the interest thereon is excludable from gross income under the Code.
3. Pledge to Secure the Series 2025A Bonds . City hereby approves the pledge of Net Revenues to secure the Series 2025A Bonds in accordance with the Master Trust Indenture and the Sixth Supplemental Indenture . City hereby agrees that it will not, so long as the Series 2025A Bonds remain outstanding, grant or attempt to grant, any parity pledge, lien or other interest in the Net Revenues to secure any other obligations of the Enterprise, except as permitted in the Master Trust Indenture.
4. Special Obligations . The Series 2025A Bonds shall be special obligations of City, secured by, and pay able from, Net Revenues and from the funds and accounts held by the Trustee and City under the Master Trust Indenture and the Sixth Supplemental Indenture , as and to the extent therein described. The Series 2025A Bonds shall also be secured by and be paid from such other sources as City may hereafter provide.
5. Forms of Series 2025A Bonds . The Series 2025A Bonds and the Trustee’s Certificate of Authentication to appear thereon shall be in substantially the form set forth in Exhibit A to the Sixth Supplemental Indenture with necessary or appropriate variations, omissions and insertions as permitted or required by the Master Trust Indenture or the Sixth Supplemental Indenture or as appropriate
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to adequately reflect the terms of the Series 2025A Bonds and the o bligation represented thereby.
6. Execution of the Series 2025A Bonds. Each of the Series 2025A Bonds shall be executed by the Mayor or City Manager of City (each a “Designated Officer”) and attested by the Finance Director or Clerk of City. Any such signatures may be by manual or facsimile signature and the seal of City may be impressed or printed on the Series 2025A Bonds . Additionally, each of the Series 2025A 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 and the Sixth Supplemental Indenture . Any facsimile signature of such Designated Officer of City shall be of the same force and effect as if such signature were manually placed on such Series 2025A Bonds.
7. Approval of Bond Documents; Authorization for Execution . The forms, terms and provisions of the Sixth Supplemental Indenture , the Escrow Agreement, the Bond Purchase Agreement and the Continuing Disclosure Certificate (collectively, the “ Bond 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 Bond Documents (together with any designee in writing of any s uch officer; all references hereinafter in this resolution to any officer of 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 Bond Documents including counterparts thereof, in the name and on behalf of City.
The Bond 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 requi red by a municipal bond insurer or insurers (if any) in order to obtain a municipal bond insurance policy or policies (if any) with respect to the Series 2025A Bonds or a reserve fund surety policy or policies (if any)) as shall be approved by the officer or officers of City executing the same; the execution thereof shall constitute conclusive evidence of City’s approval of any and all changes or revisions therein from the forms of the Bond Documents now before this meeting; and from and after the execution and delivery of the Bond 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 Bond Documents.
8. Sale of the Series 2025A Bonds. The sale of the Series 2025A 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 any one of them, are hereby authorized to approve the final terms of the sale of the Series 2025A Bonds subject to the terms, conditions and restrictions set forth in this Resolution.
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The Series 2025A Bonds shall be sold with an underwriter ’s discount and/or underwriti ng fee as set forth in the Bond Purchase Agreement , in an amount not to exceed 0.20% of the aggregate principal amount of the Series 2025A Bonds , and subject to the terms and conditions set forth in the Bond Purchase Agreement. Additionally, the Series 2025A Bonds may be sold to the Underwriter at a discount or a premium.
9. Approval of Preliminary Official Statement . The Preliminary Official Statement, substantially in the form presented to this meeting, is in all respects hereby approved to be used in connection with the offering and sale of the Series 2025A Bonds to the public. The 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 any one of them.
The Preliminary Official Statement shall be circulated (via printed format and/or electronic means) for use in offering and selling the Series 2025A Bonds at such time or times as the Mayor of the City, the City Manager, the Finance Director of the City, or any one of them (after consultation with the City’s financial/municipal advisors, bond counsel and disclosure counsel and such other advi sors City believes to be useful) , shall determine that the 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 inf ormation described in paragraph (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 Preliminary Official Statement, in connection with the offering and sale of the Series 2025A Bonds to the public.
10. Approval of Official Statement. Prior to the final delivery of the Series 2025A Bonds, City shall provide for the preparation, publication, execution and delivery of the final Official Statement relating to the Series 2025A Bonds in substantially the form of the draft Preliminary Official Statement presented to this meeting. The Mayor of the City, the City Manager, the Finance Director of the City, or any one o f them, are hereby authorized and directed to execute and deliver the final Official Statement, and any supplements thereto, in the name of and on behalf of City, and to make any changes or revisions necessary to the Preliminary Official Statement in order for the final Official Statement relating to the Series 2025A Bonds to meet the requirements of City under the Bond Purchase Agreement . The execution thereof shall constitute conclusive evidence of City’s approval of any and all changes or revisions ther ein from the form of the Preliminary Official Statement now before this meeting. The Official Statement shall be circulated (via printed format and/or electronic means) for use in selling the Series 2025A Bonds at such time or times as the Mayor of the Ci ty, the City Manager, the Finance Director of the City, or any one of them (after consultation with the City’s financial advisor, bond counsel and disclosure counsel and such other advisors City believes to be useful), shall determine that
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the Official Sta tement relating to the Series 2025A Bonds is each 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, in connection with the sale of the Series 2025A Bonds to the public.
11. Paying Agent and Registrar . City hereby appoints U.S. Bank Trust Company, National Association as paying agent (the “Paying Agent”) and as registrar (the “Registrar”) for the Series 2025A Bonds . Such app ointments shall be effective upon the issuance of the Series 2025A Bonds , respectively, and shall remain in effect until City shall, by supplemental agreement or by resolution, name a substitute or successor thereto.
12. Escrow Agent. City hereby appoints U.S. Bank Trust Company, National Association, as the Escrow Agent, in connection with the current refunding and defeasance of the Refunded Series 2015A Bonds . Such appointment shall be effective upon the execution and delivery of the E scrow Agreement and sh all remain in effect until City shall, by resolution, name a substitute or successor thereto.
13. Authorization for Provision for Reserve Fund . If determined by the Finance Director of the City to be necessary or desirable, a portion of the proceeds of the Series 2025A Bonds may be used to fund a reserve fund for the Series 2025A Bonds , or to pay the costs of a reserve fund surety bond or any other security device for a debt service reserve fund as may be provided for in the Sixth Supplemental Indenture.
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/or delivery of the Series 2025A Bonds, the Bond Documents, the Preliminary Official Statement and the final Official Statement and to carry out the terms thereof. The Mayor of the City, the City Manage r, 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 t hat may be required in order to carry out the authority conferred by this Resolution and by the Series 2025A Bonds, the Bond Documents, the Preliminary Official Statement and the final Official Statement or to evidence the same authority and its exercise. The foregoing authorization includes, but is in no way limited to, (i) authorizing City staff to pay costs of issuance of the Series 2025A Bonds and the underwriting fees, (ii) authorizing the Finance Director of the City to direct the investment of the p roceeds of the Series 2025A Bonds in one or more of the permitted investments provided for under the Master Trust Indenture and the Sixth Supplemental Indenture (including, but not limited to, investment agreements) and to execute any documents relating to such investments, and (iii) authorizing the execution by the Mayor of the City, the City Manager, the Finance Director of
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the City, or any of them, of a tax compliance certificate as required by the Master Trust Indenture and the Sixth Supplemental Indent ure 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 Sixth Supplemental Indenture), any notices of the current refunding and defeasance of the Refunded Series 2015A Bonds required pursuant to the Master Trust Indenture and the Fourth Supplemental Indenture, any documents required by the provider of a reserve fund surety bond, if any, required to fund a reserve fund for the Series 2025A Bonds and any documents required to obtain a municipal bond insurance for all or a portion of the Series 2025A Bonds to the extent such bond insurance shall result in cost savings to the City.
15. Costs of Issuance . City authorizes funds of the City , together with the proceeds of the Series 2025A, to be used to pay costs of issuance of the Series 2025A Bonds , including, but not limited to, costs and expenses of attorneys, accountants, municipal/ financial advisors, underwriting fees, costs a ssociated with rating agencies , the Trustee, the Escrow Agent, bond insurance and surety bonds (if any), printing, publications and mailing expenses and any related filing fees thereof.
16. Good Faith Estimates. In accordance with Section 5852.1 of the California Government Code, good faith estimates of the following are set forth in Exhibit A attached hereto: (a) the true interest cost of the Series 2025A Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Series 2025A Bonds, (c) the amount of proceeds of the Series 2025A Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Series 2025A Bonds , and (d) the sum total of all debt service payments on the Series 2025A Bonds calculated to the final maturity of the Series 2025A Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Series 2025A Bonds.
17. 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.
18. This Resolution shall be co nstrued and governed in accordance with the laws of the State of California.
19. All other resolutions of City, or parts of resolutions, inconsistent with this Resolution, are hereby repealed to the extent of such inconsistency.
20. This Resolution shall take effect immediately upon its passage. ----------o0o----------
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I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the City Council of the City of Bakersfield at a r egular meeting thereof held on July 23, 2025, by the following vote:
AYES: COUNCILMEMBER ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCILMEMBER
ABSTAIN: COUNCILMEMBER
ABSENT: COUNCILMEMBER
JULIE DRIMAKIS, MMC
CITY CLERK and Ex Officio Clerk
of the Council of the City of Bakersfield
APPROVED:
By _________________________
KAREN GOH
Mayor
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By ______________________________
VIRGINIA GENNARO
City Attorney
VG/pt
Attachment: EXHIBIT A Good Faith Estimates
S:\COUNCIL\Resos\25-26\Wastewater 2025 Revenue Refunding Bonds.doc
EXHIBIT A
GOOD FAITH ESTIMATES
The following information was obtained from Fieldman, Rolapp & Associates, Inc. (the “Municipal Advisor”) with respect to the bonds (the “Series 2025A Bonds”) approved in the attached Resolution, and is provided in compliance with Section 5852.1 of the California Government Code with respect to the Series 2025A Bonds:
Section 1. True Interest Cost of the Series 2025A Bonds . Based on market interest rates prevailing at the time of preparation of this information (July 8, 2025), a good faith estimate of the true interest cost of the Series 2025A Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Series 2025A Bonds, is 2.45%.
Section 2. Finance Charge of the Series 2025A Bonds . Based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the finance charges associated with the Series 2025A Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Series 2025A Bonds), is $409,842, as follows:
(a) Underwriter’s Discount $99,842
(b) Bond Counsel and Disbursements 85,000
(c) Disclosure Counsel and Disbursements 50,000
(d) Municipal Advisor and Disbursements 62,500
(e) Rating Agencies 42,550
(f) Other1 69,950
Total $409,842
Section 3. Amount of Proceeds to be Received . Based on market interest rates prevailing at the time of preparation of this information (July 8, 2025), a good faith estimate of the amount of proceeds expected to be received by the City of Bakersfield for sale of the Series 2025A Bonds less the finance charge of the Series 2025A Bonds describ ed in Section 2 above and any reserves or capitalized interest paid or funded with proceeds of the Series 2025A Bonds, is $60,036,272.
Section 4. Total Payment Amount . Based on market interest rates prevailing at the time of preparation of this informat ion (July 8, 2025), a good faith estimate of the total payment amount, which means the sum total of all payments the City of Bakersfield will make to pay debt service on the Series 2025A Bonds plus the finance charge of the Series 2025A Bonds described
1 “Other” finance charges include related costs incurred by the City, fees of the trustee/escrow agent and it’s counsel, fees of the verification agent, printer fees, and remaining contingency amounts.
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in Section 2 above not paid with the proceeds of the Series 2025A Bonds, calculated to the final maturity of the Series 2025A Bonds, is $65,224,733.
Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of Series 2025A Bonds sale, the amount of Series 2025A Bonds sold, the amortization of the Series 2025A Bonds sold and market interest rates at the time of each sale. The date of sale and the amount of Series 2025A Bonds sold will be determined by the City of Bakersfield based on need to provided funds for the Financing and other factors. The actual interest rates at which the Series 2025A Bonds will be sold will depend on the bond market at the time of each sale. The actual amortization of the Series 2025A Bonds will also depend, in part, on market interest rates at the time of sale. Ma rket interest rates are affected by economic and other factors beyond the City of Bakersfield’s control.