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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