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HomeMy WebLinkAboutRES NO 35-93 RESOLUTION NO. $ 5 - 9 3 RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD CONFIRMING THAT A PUBLIC HEARING WAS HELD WITH RESPECT TO AND AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $12,000,000 CITY OF BAKERSFIELD HOSPITAL REVENUE BONDS (BAKERSFIELD MEMORIAL HOSPITAL) 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 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"); 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 Bond Law (the "Law") a procedure for the authorization, issuance and sale of revenue bonds by the City for the purpose, inter alia, of providing financing for health facilities as specified therein; WHEREAS, at the request of Bakersfield Memorial Hospital (previously known as Greater Bakersfield Memorial Hospital Association) (the "Corporation"), the City has determined to issue a series of revenue bonds in the principal amount of not to exceed twelve million dollars ($12,000,000) (the "Bonds"), for the purpose of providing moneys to make a loan to the Corporation to assist in financing the construction, renovation, acquisition, furnishing and equipping of certain of the Corporation's health facilities in the City; WHEREAS, pursuant to section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the Bonds are required to be approved by the elected representative of the issuer of the Bonds following a public hearing; WHEREAS, this City Council is the elected representa- tive of the City of Bakersfield; and WHEREAS, this City Council has caused a notice to appear in the Bakersfield Californian, which is a newspaper of general circulation in the City of Bakersfield, on March 8, 1993, to the effect that a public hearing would be held by this City OAI~INAL Council on March 24, 1993, regarding the issuance of the Bonds, in an amount not to exceed $12,000,000, and the nature and location of the project; WHEREAS, assisting in the foregoing promotes the purposes of the Law, is in the public interest, serves a public 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 Council hereby confirms that it held said public hearing on March 24, 1993, at which time an opportunity was provided for the public to present arguments both for and against the issuance of the Bonds and the nature and location of the project. Section 3. This Council hereby approves the project and the issuance of the Bonds for the purposes of, and in accordance with the terms of, section 147(f) of the Code. Section 4. The issuance, sale and delivery of the Bonds in one or more series with such designation as may be determined (including as part of the series of bonds authorized pursuant to Resolution No. 175-92 and confirmed pursuant to Resolution No. 10-93, in a principal amount not to exceed sixty five million dollars ($65,000,000), which together with the Bonds may be designated as the City of Bakersfield Hospital Revenue Bonds (Bakersfield Memorial Hospital), Series 1993A, in a principal amount of not to exceed twelve million dollars ($12,000,000) is hereby authorized. Section 5. 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 6. The proposed form of Bond Indenture, dated as of April 1, 1993 (the "Indenture"), between the City and the SCI-52987.1 2 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 7. The proposed form of Loan Agreement, dated as of April 1, 1993 (the "Loan 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 Loan Agreement 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 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 twelve million dollars ($12,000,000) in accordance with the terms of the Indenture. Section 9. The proposed form of Bond Purchase Agreement, between Shearson Lehman Brothers 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 10. 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. SC1-52957.1 3 OBIQINAL Section 11. 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 12. The Bonds, when executed pursuant to this resolution, shall be delivered to the Trustee for authentication. The Trustee is hereby requested to authenticate said 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 13. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all 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 14. This resolution shall take effect immediately upon its passage. SCI-52987.1 4 ORI(~INAL 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 24th day of March, 1993, by the following vote: AYES: McDermott, Edwards, DeMond, Smith, Kane, Salvaggio NOES: None ABSENT: Brunni ABSTAINING: None of APPROVED THIS 24t~h day of March , MAYOR of the city of Bakersfield 1993 APPROVE~s to ~rm: R. Michael Bacon, Orrick, & Sutcliffe, Bond Counsel COUNTERSIGNED: Herrington 5 ORIGINAL