HomeMy WebLinkAboutRES NO 175-92RESOLUTION NO. 175-92
RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD
CONFIRMING THAT A PUBLIC HEARING WAS HELD,
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED
$65,000,000 OF ADDITIONAL CITY OF BAKERSFIELD HOSPITAL REVENUE
BONDS (BAKERSFIELD MEMORIAL HOSPITAL) SERIES 1992A,
APPROVING THE PROJECT RELATED THERETO 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,,), pursuant to Resolution
No. 123-92 (the "Prior Resolution"), the City has previously
authorized the issuance of a series of revenue bonds in the
principal amount of not to exceed twenty-five million dollars
($25,000,000) (the "Series 1992A Bonds"), for the purpose of
providing moneys to make a loan to the Corporation to assist in
financing the construction, furnishing and equipping of certain
improvements to the Corporation,s existing health facility in the
City (the "Original Project");
WHEREAS, the City has previously issued its City of
Bakersfield Hospital Revenue Bonds (Greater Bakersfield Memorial
Hospital Association), Series 1984 (the "1984 Bonds"), in the
aggregate principal amount of thirty-five million dollars
($35,000,000), of which thirty-three million six hundred seventy
thousand dollars ($33,670,000) is currently outstanding, for the
purpose of financing certain improvements and additions to the
acute care hospital owned and operated by the Corporation;
ORIGINAL
WHEREAS, the City has also previously issued its City
of Bakersfield Hospital Revenue Bonds (Bakersfield Memorial
Hospital), Series 1989 (the "1989 Bonds"), in the aggregate
principal amount of twenty million dollars ($20,000,000), all of
which is currently outstanding, for the purpose of financing
certain improvements and additions to the acute care hospital
owned and operated by the Corporation (the 1984 Bonds and the
1989 Bonds together, the "Prior Bonds");
WHEREAS, the Corporation has determined that in order
to realize important cost savings through the refinancing of all
or part of the Prior Bonds, the Original Project should be
expanded to include such refinancing;
WHEREAS, in order to assist the Corporation in
realizing such cost savings the City has determined that
additional revenue bonds shall be issued as part of the same
series and designation as the Series 1992A Bonds, in an
additional aggregate principal amount of not to exceed sixty-five
million dollars ($65,000,000) (the "Additional Series 1992A
Bonds") (the Series 1992A Bonds and the Additional Series 1992A
Bonds together, the "Bonds"), for the purpose of providing moneys
to make a loan to the Corporation to assist in refinancing all or
a part of the Prior Bonds (the "Additional Project");
WHEREAS, pursuant to Section 147(f) of the Internal
Revenue Code of 1986 (the "Code"), the Additional Series 1992A
Bonds are required to be approved by the elected representative
of the issuer following public hearing;
WHEREAS, this Council has caused a notice to appear in
The Bakersfield Californian, which is a newspaper of general
circulation in the City of Bakersfield, on September 1, 1992, to
the effect that a public hearing would be held by this Council on
September 16, 1992, regarding the issuance of the Additional
Series 1992A Bonds, in an amount not to exceed sixty-five million
dollars ($65,000,000), and the nature and location of the
Additional 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, upon passage of this resolution all acts,
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 the Additional Series 1992A 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
SCI-1828.1 2
ORIGINAL
of law, to issue the Additional Series 1992A Bonds for the
purpose, in the manner and upon the terms herein provided.
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Bakersfield, as follows:
Section 1. The Council hereby confirms that it held
said public hearing on September 16, 1992, at which time an
opportunity was provided for the public to present arguments both
for and against the issuance of the Additional Series 1992A Bonds
and the nature and location of the Additional Project.
Section 2. The Council hereby approves the Additional
Project and the issuance of the Additional Series 1992A Bonds for
the purposes of, and in accordance with the terms of, Section
147(f) of the Code.
Section 3. The issuance, sale and delivery of the
Additional Series 1992A Bonds in a principal amount of not to
exceed sixty-five million dollars ($65,000,000) is hereby
authorized.
Section 4. The Council does hereby find and declare
that the above recitals are true and correct and that the
issuance, sale and delivery of the Additional Series 1992A Bonds
is a municipal affair and proper public purpose.
Section 5. The proposed form of Bond Indenture, dated
as of September 1, 1992 (the "Indenture"), between the City and a
corporate trustee to be designated (the "Trustee"), presented at
this meeting, is hereby approved, and the Mayor, City Manager or
Finance Director are hereby authorized and directed, for ~nd in
the name and on behalf of the City, to execute, acknowledge and
deliver to the Trustee said Bond 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 shall be as provided
in said Bond Indenture, as finally executed.
Section 6. The proposed form of Loan Agreement, dated
as of September 1, 1992 (the "Loan Agreement"), presented at this
meeting, is hereby approved, and the Mayor, City Manager or
Finance Director are hereby authorized and directed, 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 7. The Mayor, or the Mayor's designated
representative, is hereby authorized and directed to execute, for
and in the name and on behalf of the City and under its seal, the
Additional Series 1992A Bonds in an aggregate principal amount
not to exceed sixty-five million dollars ($65,000,000) in
accordance with the terms of the Bond Indenture.
Section 8. 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 and directed, 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 9. 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, is hereby authorized and directed, 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 10. 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. The
prior distribution by the Underwriter of the Official Statement
in preliminary form is hereby confirmed and ratified.
Section 11. The Additional Series 1992A Bonds, when
executed pursuant to this resolution, shall be delivered to the
Trustee for authentication. The Trustee is hereby requested and
directed 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 12. 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 which
they may deem necessary or advisable in order to consummate the
issuance, sale and delivery of the Additional Series 1992A 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 Additional Series
1992A Bonds.
Section 13. This resolution shall take effect
immediately upon its passage.
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 16th day of September , 1992,
by the following vote:
AYES: McDermott, Edwards, DeMond, Smit h, Pet erson, Salvaggio
NOES: None
ABSENT: Brunni
ABSTAINING: None
CITY CLERK of the City Council
the City of Bakersfield
of
APPROVED THIS 16thday of September , 1992
MAYOR of the City of Bakersfield
R. Michael Bacon, Orrick, Herrington & Sutcliffe
BOND COUNSEL
COUNTERSIGNED:
~ CITY ATTORNEY of the
City of Bakersfield