HomeMy WebLinkAboutRES NO 154-93RESOLUTION NO..1 54 - 9 8
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BAKERSFIELD, CALIFORNIA, APPROVING THE SALE AND
DELIVERY OF NOT TO EXCEED $7,500,000 CITY OF
BAKERSFIELD, CALIFORNIA REFUNDING CERTIFICATES OF
PARTICIPATION, SERIES 1993 (BAKERSFIELD ASSISTED LIVING
CENTER) ON BEHALF OF UNITED COMMUNITY & HOUSING
DEVELOPMENT CORPORATION, APPROVING THE FORM OF LEGAL
DOCUMENTS RELATED THERETOAND AUTHORIZINGAND DIRECTING
PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS
THEREOF
WHEREAS, the City of Bakersfield, a municipal
corporation and charter city duly organized and existing under
and pursuant to the Constitution and laws of the State of
California (the "city"), has full legal right, power and
authority under provisions of the California Government Code,
particularly Chapter 5 of Part 2 of Division 3 of Title 4 thereof
as found at Section 37350 et ~eq. (the "Act"), to purchase, sell
and lease both personal and real property for the common benefit
and as is necessary or proper for municipal purposes; and
WHEREAS, the City provided for the sale and delivery of
the City of Bakersfield, Certificates of Participation
(Bakersfield Assisted Living Center), $4,695,562 1991 Series A
(the "1991 Certificates of Participation") on behalf of United
Community & Housing Development Corporation (the "Corporation"),
a nonprofit corporation organized under the nonprofit corporation
law of the State of California and an organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, in order to provide financing for the development of a
certain fifty-one (51) unit licensed residential care facility
for the elderly to be located within the City (the "Project");
and
WHEREAS, the Corporation has proposed that the City
issue refunding certificates of participation in order to refund
the 1991 Certificates of Participation to take advantage of
savings due to currently favorable interest rates; and
WHEREAS, the city deems it advisable and proposes at
this time to provide for the sale and delivery of not to exceed
$7,500,000 City of Bakersfield Refunding Certificates of
Participation, Series 1993 (Bakersfield Assisted Living Center)
(the "Certificates of Participation") in order for the City to
refund the existing 1991 Certificates of Participation and to
take advantage of the currently favorable interest rates and
market conditions; and
ORIGINAL
WHEREAS, J.C. Branford & Co., New York, New York, as
prospective underwriter of the Certificates of Participation (the
"Underwriter") has informed the city that it intends to submit an
offer to purchase the Certificates of Participation; and
WHEREAS, the City has duly considered the
aforementioned transactions and documentation and seeks at this
time to approve said transactions and documentation in the public
interests of the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
BAKERSFIELD, CALIFORNIA, DOES HEREBY FIND, RESOLVE, DETERMINEAND
ORDER AS FOLLOWS:
Section 1. Sale and Delivery of the Certificates of
Participation; ADDroYal of Form of Trust A~reement; Authorization
and Direction for Preparation of Final Forms Thereof. The
Agency hereby authorizes the sale and delivery of the
Certificates of Participation under and pursuant to the Act and
the trust agreement on file with the City Clerk (the "Trust
Agreement") in the principal amount not to exceed $7,500,000 and
the preparation of certain financing documents related thereto
which are necessary to carry out the sale and delivery of the
Certificates of Participation by the city. The City hereby
approves the form of Trust Agreement as presently on file with
the city Clerk with such changes thereto as may be approved by
the Mayor and as necessary to incorporate such other terms and
conditions with respect to the Certificates of Participation when
such terms and conditions have been ascertained. The City hereby
further authorizes and directs that the form of Trust Agreement
presently on file with the City Clerk be converted into the final
form of Trust Agreement, authorizing the sale and delivery of the
Certificates of Participation together with such changes or
modifications as deemed necessary or desirable by the Mayor upon
the recommendation of Bond Counsel. The Mayor or such other
authorized officer of the City is hereby authorized and directed
to execute and deliver, and the City Clerk is hereby authorized
and directed to attest to, the final form of the Trust Agreement
when the same has been prepared for and in the name of the City,
and such execution and delivery shall be deemed to be conclusive
evidence of the approval thereof. The city hereby authorizes the
delivery and performance of the Trust Agreement.
Section 2. APProval of Final Forms of Installment
Purchase A~reement and Installment Sale Agreement. The City
hereby approves the forms of the Installment Purchase Agreement
and Installment Sale Agreement presently on file with the City
Clerk (the "Installment Agreements") together with any changes
therein or additions thereto as may be approved by the Mayor when
such terms and conditions have been ascertained. The City hereby
further authorizes and directs that the forms of Installment
Agreements presently on file with the City Clerk be converted
into the final forms thereof, together with such changes or
modifications as deemed necessary or desirable by the Mayor upon
the recommendation of Bond Counsel. The Mayor or such other
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ORIGINAL
authorized officer of the City is hereby authorized and directed
to execute and deliver, and the city Clerk is hereby authorized
and directed to attest to, the final forms of the Installment
Agreements when the same have been prepared and such execution
and delivery shall be deemed to be conclusive evidence of the
approval thereof. The city hereby authorizes the delivery and
performance of the Installment Agreements.
Section 3. Sale of the Certificates of
Participation. The city hereby approves the sale of the
Certificates of Participation by negotiated purchase with the
Purchaser, pursuant to the purchase agreement prepared by the
Purchaser and on file with the city Clerk (the "Purchase
Agreement"), and the sale of the Certificates of Participation
pursuant to the Purchase Agreement is hereby approved. The City
hereby further approves the form of Purchase Agreement as
presently on file with the City Clerk, together with any changes
therein or additions thereto approved by the Mayor or an
authorized representative of the Mayor, and as necessary to
incorporate such other terms and conditions when such terms and
conditions have been ascertained. The City hereby authorizes and
directs the Purchaser to cause the preparation of the final
Purchase Agreement of which such terms are a part, and the Mayor
or such other authorized officer of the City is hereby authorized
and directed to evidence the city's acceptance of the offer made
by the Purchase Agreement by executing and delivering the
Purchase Agreement in said form as on file with such changes
therein as the officer or the officers executing the same may
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 4. official Action. The Mayor, the Mayor
Pro Tem, the City Clerk, Special Counsel 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, including execution and delivery of
any and all assignments, certificates, requisitions, agreements,
notices, consents, instruments of conveyance, warrants and other
documents, which they, or any of them, may deem necessary or
advisable in order to consummate the lawful sale and delivery of
the Certificates of Participation as described herein. Whenever
in this Resolution any officer of the City is authorized 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 shall be absent or
unavailable. The City hereby appoints its Mayor as agent of the
City for purposes of executing any and all documents and
instruments which any officer of the City is authorized to
execute hereunder.
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ORIGINAL
Section 5. Effective Date. This Resolution shall
take effect from and after its passage and adoption.
I MEREBY CERTIFY that the foregoing Resolution was
passed and adopted by the Council of the City of Bakersfield at
a regular meeting thereof held on S£P Z Z ~ , by the
following vote:
AYES: COLINC[MEMBERS ~11111~, EDWAR/~ ~MOND, ,~IITH, BRUNNI, ROWLE$, SALVAGGIO
NOES: COUNCILMEMBERS
ABSTAIN: COUNCILMEMBERS /~J nor'
ABSENT: COUNCILMEMBERS I[Y~.[~r t"~ ~' ( 1
CITY CLERK and EX OFFICIO CLERK of the
Council of the City of Bakersfield
APPROVED on SEP Z Z ~
MAYOR of the City of Bakersfield
APPROVED as to form:
$ABO & GREEN,
A Professional Corporation
Countersigned:
Lawrence M. Lunardinl
CITY ATTORNEY of the City of Bakersfield
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ORIGINAL