RESOLUTION NO. ____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BARSTOW CONFIRMING THE ISSUANCE OF PENSION
OBLIGATION BONDS PURSUANT TO AN INDENTURE OF
TRUST TO REFINANCE THE OUTSTANDING OBLIGATIONS
OF THE CITY TO THE CALIFORNIA PUBLIC EMPLOYEES’
RETIREMENT SYSTEM, CONFIRMING AND APPROVING THE
FINAL FORM OF THE INDENTURE OF TRUST AND THE BOND
PURCHASE AGREEMENT, APPROVING AN OFFICIAL
STATEMENT, AND APPROVING AND DIRECTING RELATED
MATTERS
WHEREAS, the City of Barstow (the “City”) is a contracting member of the California Public Employees’ Retirement System (“PERS”), and as such the City is obligated to make certain payments to PERS (the “PERS Obligations”); and WHEREAS, the City is authorized under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the “Bond Law”), to issue its bonds for the purpose of refunding certain outstanding obligations of the City, including the PERS Obligations; and
WHEREAS, pursuant to Resolution No. 5062-2021, adopted by the City Council on October 4, 2021, the City Council authorized the issuance of one or more series of pension obligation bonds pursuant to the Bond Law and an Indenture of Trust between the City and a corporate trustee identified by the City Manager, as trustee (the “Bond Indenture”), for the purpose of refinancing the PERS Obligations, and authorized the sale of such pension obligation bonds pursuant to a bond purchase agreement (the “Bond Purchase Agreement”); and
WHEREAS, in Resolution No. 5062-2021, the City Council also authorized a judicial validation action with respect to the pension obligation bonds, and directed City staff, upon completion of the judicial validation action and from time to time, to cause the following to be submitted to the City Council for final approval of each series of pension obligation bonds, as applicable: (i) the final form of the Bond Purchase Agreement for such bonds, (ii) a Preliminary Official Statement relating to one or more series of the bonds, to be prepared by the City’s disclosure counsel, (iii) the final form of the Bond Indenture for such bonds and (iv) such other agreements and documents as are necessary or convenient to implement the issuance, sale and delivery of one or more series of bonds from time to time; and
WHEREAS, the judicial validation action has been successfully completed and City staff, with the aid of outside consultants, has prepared drafts of the Bond Indenture, the Preliminary Official Statement and the Bond Purchase Agreement related to an initial series of the bonds (the “Bonds”) for approval by the City Council; and WHEREAS, the City Council wishes at this time to confirm the issuance of the first series of Bonds pursuant to the Bond Indenture and approve the final forms of the Bond Indenture, the Preliminary Official Statement and Bond Purchase Agreement for the Bonds; and
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WHEREAS, pursuant to Government Code Section 5852.1 which became effective on January 1, 2018, by the enactment of Senate Bill 450, the City disclosed certain financial information relating to the Bonds in Appendix A to Resolution No. 5062- 2021; and
WHEREAS, the City Council has previously approved a debt management policy that complies with Government Code Section 8855, and the issuance of the Bonds will be in compliance with said policy;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BARSTOW DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. The City Council hereby confirms its actions in Resolution No. 5062-2021, authorizing the issuance of the Bonds pursuant to the Bond Indenture and the Bond Law for the purpose of refinancing the PERS Obligations, and paying the costs of issuance of the Bonds. The aggregate principal amount of the Bonds shall not exceed a portion of the aggregate amount of the unfunded accrued actuarial liability and the normal cost for the current fiscal year represented by the PERS Obligations, as reported to the City by PERS and determined by the City Manager or the Finance Director, plus an amount required to pay all costs of issuing the Bonds (including, but not limited to, underwriter’s discount), which total amount is currently estimated not to exceed $23,000,000.
The City Council hereby confirms and approves the Bond Indenture for the Bonds in substantially the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Mayor, the City Manager or the Finance Director (or an interim Finance Director) (each, an “Authorized Officer”) may approve.
An Authorized Officer is hereby authorized and directed to execute and deliver the Bond Indenture, and the City Council’s approval of the Bond Indenture shall be conclusively evidenced by the execution and delivery of the Bond Indenture.
SECTION 2. The City Council hereby approves the preliminary Official Statement for the Bonds in substantially the form on file with the City Clerk.
Distribution of the preliminary Official Statement by the City and Hilltop Securities as underwriter (the “Underwriter”), is hereby approved, and, prior to the distribution of the preliminary Official Statement, an Authorized Officer is hereby authorized and directed, on behalf of the City, to deem the preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and the addition of such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, acting alone, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a continuing disclosure undertaking substantially in the form appended to the final Official Statement.
SECTION 3. The City Council hereby confirms and approves the Bond Purchase Agreement for the Bonds in substantially the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as an Authorized -3-
Officer may approve. An Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Agreement, and the City Council’s approval of the Bond Purchase Agreement shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement.
SECTION 4. The Authorized Officers and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in connection with the issuance, sale and delivery of the Bonds.
Whenever in this Resolution any officer of the City is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.
SECTION 5. This Resolution shall take effect from and after the date of approval and adoption thereof.
PASSED, APPROVED AND ADOPTED this ____ day of March, 2022.
Dr. Paul Anthony Courtney,
Mayor
ATTEST:
Andrea Flores, City Clerk