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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 - 2 - ~ 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. - 3 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 - 4 ORIGINAL