HomeMy WebLinkAboutRES NO 45-93RESOLUTION NO. $ A 5 ~ 9 3
RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED
$25,000,000
CITY OF BAKERSFIELD HOSPITAL REVENUE REFUNDING BONDS
(ADVENTIST HEALTH SYSTEM/WEST) SERIES 1993 AND
TAKING CERTAIN OTHER ACTIONS IN
CONNECTION WITH THE FOREGOING
WHEREAS, the City of Bakersfield (the "City") is a
municipal corporation and charter city duly organized and
existing under a freeholders' charter pursuant to which the City
has the right and power to make and enforce all laws and
regulations in respect to municipal affairs and certain other
matters in accordance with and as more particularly provided in
Sections 3, 5 and 7 of Article XI of the Constitution of the
State of California and Section 12 of the Charter of the City
(the "Charter"); and
WHEREAS, the City Council of the City (the "Council"),
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 12 of the Charter, has
established by the adoption of the City of Bakersfield Health
Facilities Financing Law (the "Law"), Ordinance No. 2871, as
amended by Ordinance No. 3152, constituting Chapter 3.60 of the
Bakersfield Municipal Code (the "Act"), and has therein
authorized the provision of financial assistance to health
facilities for the purposes and subject to the conditions
described therein; and
WHEREAS, the Issuer has previously issued i~s City of
Bakersfield Hospital Revenue Bonds (Adventist Health
System/West), 1988 Series A (the "Prior Bonds"), in the aggregate
principal amount of eighteen million five hundred thousand
dollars ($18,500,000) for the purpose of financing the cost of
the System's membership in San Joaquin Community Hospital, a
nonprofit corporation which owns and operates the San Joaquin
Community Hospital and in refinancing certain indebtedness of the
System incurred in connection therewith;
WHEREAS, at the request of Adventist Health System/West
(the "Corporation"), the City has determined to issue a series of
revenue bonds in the principal amount of not to exceed twenty-
five million dollars ($25,000,000) (the "Bonds"), for the purpose
of refunding (on a current basis for federal income tax purposes)
the Prior Bonds;
WHEREAS, assisting in the foregoing promotes the
purposes of the Law, is in the public interest, serves a public
ORIGINAL
purpose, promotes the health, welfare and safety of the citizens
of the City, and constitutes a municipal affair; and
WHEREAS, all conditions and things required by the Law
and by all other laws of the State of California to exist, to
have happened or to have been performed precedent to and in
connection with the issuance, sale and delivery of all or part of
the remaining portion of the Bonds exist, have happened and have
been performed in regular and due time, form and manner as
required by the Law and the City is now duly authorized and
empowered pursuant to each and every requirement of law, to issue
the said bonds.
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Bakersfield, as follows:
Section 1. The City Council of the City of Bakersfield
(the "Council") does hereby find and declare that the above
recitals are true and correct.
Section 2. The issuance, sale and delivery of the
Bonds in a principal amount not to exceed twenty-five million
dollars ($25,000,000), which Bonds may be designated as the City
of Bakersfield Hospital Revenue Refunding Bonds (Adventist Health
System/West) Series 1993, is hereby authorized.
Section 3. The Council does hereby find and declare
that the issuance, sale and delivery of the Bonds is a municipal
affair and proper public purpose.
Section 4. The proposed form of Indenture, dated as of
May 1, 1993 (the "Indenture"), between the City and the trustee
to be designated therein (the "Trustee"), presented at this
meeting, is hereby approved, and the Mayor, City Manager or
Finance Director are hereby authorized, for and in the name and
on behalf of the City, to execute, acknowledge and deliver to the
Trustee said Indenture in substantially said form, with such
changes therein as the officers executing the same, with the
advice of the City Attorney, may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
The date, maturity date, interest rate or rates, privileges,
manner of execution, place or places of payment, terms of
redemption and other terms of the Bonds shall be as provided in
said Indenture, as finally executed.
Section 5. The proposed form of Note Purchase
Agreement, dated as of May 1, 1993 (the "Note Agreement"),
between the City and the Corporation, presented at this meeting,
is hereby approved, and the Mayor, City Manager or Finance
Director, are hereby authorized, for and in the name and on
behalf of the city, to execute, acknowledge and deliver said Note
Agreement in substantially said form, with such changes therein
as the officers executing the same, with the advice of the City
ORIGINAL
Attorney, may approve, such approval to be conclusively evidenced
by the execution and delivery thereof.
Section 6. The Mayor, or the Mayor's designated
representative, is hereby authorized to execute, for and in the
name and on behalf of the City and under its seal, the Bonds in
an aggregate principal amount not to exceed twenty-five million
dollars ($25,000,000) in accordance with the terms of the
Indenture.
Section 7. The proposed form of Bond Purchase
Agreement, between A.G. Edwards & Sons, Inc. (the "Underwriter")
and the City, as presented to this meeting, is hereby approved,
and the Mayor, City Manager or Finance Director, are hereby
authorized, for and in the name and on behalf of the City, to
execute, acknowledge and deliver said Bond Purchase Contract in
substantially said form, with such changes therein as the
officers executing the same, with the advice of the City
Attorney, may approve, such approval to be conclusively evidenced
by the execution and delivery thereof.
Section 8. The proposed form of official Statement
relating to the sale of the Bonds, as presented to this meeting
is hereby approved, and the Mayor, City Manager, or Finance
Director, are hereby authorized, for and on behalf of the City,
to execute said Official Statement in substantially said form,
with such changes therein as the officers executing the same,
with the advice of the city Attorney, may approve, such approval
to be conclusively evidenced by the execution and delivery
thereof.
Section 9. The Underwriter is hereby authorized to
distribute said Official Statement, with such changes therein as
may be approved or required by the City Attorney, to the
purchasers of the Bonds and to distribute the Official Statement
in preliminary form to potential purchasers of the Bonds.
Section 10. The Bonds, when executed pursuant to this
resolution, shall be delivered to the Trustee for authentication.
The Trustee is hereby requested to authenticate the Bonds by
executing the Trustee's certificate of authentication appearing
thereon, and to deliver said bonds, when duly executed and
authenticated, to the purchaser or purchasers thereof, in
accordance with written instructions executed on behalf of the
City by the Mayor, City Manager or Finance Director, which
instructions said officers are hereby authorized and directed, in
the name and on behalf of the City, to execute and deliver to the
Trustee. Said instructions shall provide for the delivery of
said bonds to the purchaser or purchasers thereof upon payment of
the purchase price thereof.
Section 11. The officers of the City are hereby
authorized and directed, jointly and severally, to do any and all
I'
OR G~NAL
things and to execute and deliver any and all documents,
including all things and documents necessary to procure bond
insurance or other credit enhancement, which they may deem
necessary or advisable in order to consummate the issuance, sale
and delivery of the Bonds and otherwise to effectuate the
purposes of this resolution, including the execution and delivery
of any documents which they may deem necessary or advisable in
order to procure insurance or other credit enhancement with
respect to the Bonds.
Section 12. This resolution shall take effect
immediately upon its passage.
ORIGINAL
I HEREBY CERTIFY that the foregoing Resolution was
passed and adopted by the Council of the City of Bakersfield at a
regular meeting thereof held on the 28th day of April, 1993, by
the following vote:
AYES: McDermott, Edwards, DeMond, Smith, Kane, Salvaggio
NOES: NONE
ABSENT: Brunni
ABSTAINING: None
CITY CLERK of the City Council of
the City of Bakersfield
APPROVED THIS 2Eth day of April ,
MAYOR of the t~ity of Bakersfield
1993
APPROVED as to form:
Steve~ L. Maler, Orrick, Herrington
& Sutcliffe, Bond Counsel
COUNTERSIGNED:
CITY ATTORNEY
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