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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 5