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HomeMy WebLinkAboutRES NO 123-92RESOLUTION NO. 123-92 OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $25,000,000 OF THE CITY OF BAKERSFIELD HOSPITAL REVENUE BONDS (BAKERSFIELD MEMORIAL HOSPITAL), SERIES 1992A, AND CERTAIN OTHER ACTIONS IN CONNECTION WITH THE FOREGOING TRANSACTIONS 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 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, designated as the "City of Bakersfield Hospital Revenue Bonds (Bakersfield Memorial Hospital), Series 1992A" (the "Series 1992A Bonds"), in an aggregate principal amount of not to exceed twenty-five million dollars ($25,000,000) 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 (the "Project") to the Corporation's existing health facility in the City; 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 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 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 of law, to issue the 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 issuance, sale and delivery of the Series 1992A Bonds in a principal amount of not to exceed twenty- five million dollars ($25,000,000) is hereby authorized; provided, however, that such authorization is subject to the approval of the City Council following the public hearing required by Section 147(f) of the Internal Revneue Code of 1986. Section 2. The Council does hereby find and declare that the above recitals are true and correct and that the issuance, sale and delivery of the Series 1992A Bonds is a municipal affair and proper public purpose. Section 3. The proposed form of Bond Indenture, dated as of July 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 and 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 of the Series 1992A Bonds shall be as provided in said Bond Indenture, as finally executed. Section 4. The proposed form of Loan Agreement, dated as of July 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 5. 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 Series 1992A Bonds in an aggregate principal amount not to exceed C:\DATA\DOC~BAKERSFIELD\CITY.RES 2 OR;G',~AL twenty-five million dollars ($25,000,000) in accordance with the terms of the Bond Indenture. Section 6. 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 7. The proposed form of Official Statement relating to the sale of the Series 1992A 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 8. 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 Series 1992A Bonds and to distribute the official Statement in preliminary form to potential purchasers of the Series 1992A Bonds. Section 9. The 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 10. 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 Series 1992A Bonds and otherwise to effectuate the purposes of this resolution. 3 ,.~ % ',~(~ 40213-5-087 06/09/9~ OR;G'.~AL Section 11. 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 1st day of July, 1992, by the following vote: AYES: McDermott, Edwards, DeMond, Smith, Peterson, Salvaggio NOES: i~ne ABSENT: Brunni ABSTAINING:None CITY CLERK of the City Council of the City of Bakersfield APPROVED THIS 1st day of July , 1992 ~YC R~o f t~t he~ity~o Ea~e~ APPROVED as to form: ~__~ty At~or4~y~9_f__ ~_~rl~of Bakersfield OR;G[~A~ 40215-5-0~7 06/09/92