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HomeMy WebLinkAboutRES NO 73-91RESOLUTION NO. 73-91 RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD CONCERNING THE DELIVERY OF CERTAIN CERTIFICATES OF PARTICIPATION (IN AN AMOUNT NOT TO EXCEED $6,000,000), ISSUE OF 1991, ON BEHALF OF UNITED COMMUNITY AND HOUSING DEVELOPMENT CORPORATION TO FINANCE A CERTAIN RESIDENTIAL CARE FACILITY FOR THE ELDERLY AND APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the City of Bakersfield, a municipal corporation and charter city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "City"), has full legal right, power and authority under provisions of the California Government Code, particularly Chapter 5 of Part 2 of Division 3 of Title 4 thereof as found at Section 37350 et seq. (the "Act"), to purchase, sell and lease both personal and real property for the common benefit and as is necessary or proper for municipal purposes; WHEREAS, United Community and Housing Development Corporation, being a nonprofit corporation organized under the nonprofit corporation law of the State of California and an organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (the "Company"), has proposed that the City provide financing for the development of a certain fifty-one (51) unit licensed residential care facility for the elderly to be located within the City (the "Facility"), including but not limited to the acquisition, construction and equipping and operation of the Facility and payment of fees and expenses incurred in connection with the foregoing financing, which financing shall be accomplished by means of a purchase and sale arrangement (the "Project"); and WHEREAS, on June 13, 1990, the City adopted a resolution (the "Initial Resolution") giving its preliminary approval to the proposed execution and delivery of certain Certificates of Participation (Bakersfield Assisted Living Center), 1990 Series (the "1990 Certificates"), to finance the Facility; and WHEREAS, on October 17, 1990, the City duly adopted a Resolution authorizing the distribution and delivery of the Preliminary Official Statement in connection with the proposed issuance of the 1990 Certificates; and WHEREAS, on November 28, 1990, the City duly adopted its Resolution No. 158-90 at which time it approved the form of certain revised documents as well as the form of a revised Preliminary Official Statement pertaining to the 1990 Certificates and authorized the execution and delivery of such documents; and WHEREAS, subsequent to the approval date of Resolution No. 158-90, the documents prepared in connection with the 1990 - 1 - Certificates have undergone certain additional changes in order to compensate for changing economic conditions which additional changes have necessitated the ratification of the financing transaction and the proposed execution and delivery of revised Certificates of Participation designated as the Certificates of Participation (Bakersfield Assisted Living Center), 1991 Series (the "1991 Certificates"); and WHEREAS, in connection with the execution of the 1991 Certificates, the City deems it desirable to approve certain revised doc%~ments and authorize the execution of said revised documents as well as any other documents which may be necessary for the financing of the Project and the issuance of the 1991 Certificates; and WHEREAS, the documents pertaining to the 1991 Certificates are substantially similar in form and content to the documents prepared in connection with the 1990 Certificates; and WHEREAS, the revised documents to be approved include an Installment Sale Agreement and an Installment Purchase Agreement between the City and the Company pertaining to the acquisition and sale of the Facility which comprises the Project; and WHEREAS, the revised documents also include a Trust Agreement, a Certificate Purchase Contract and an Official Statement; and WHEREAS, the City may deem it necessary to enter into certain other documents pertaining to the 1991 Certificates in order to accomplish the financing and development of the Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bakersfield, California, as follows: Section 1. The financing of the Project through the use of the proceeds of the 1991 Certificates in an aggregate principal amount not to exceed $6,000,000 is hereby approved to be accomplished under and pursuant to the Act. The 1991 Certificates shall be designated the "city of Bakersfield Certificates of Participation (Bakersfield Assisted Living Center), 1991 Series A, 1991 Subordinate Series B and 1991 Taxable Series C" and shall be executed and sold for the purposes of financing: (i) the acquisition and improvement of the Project as more fully described in the Trust Agreement (ii) a reserve and other funds for the 1991 Certificates as more fully described in the Trust Agreement and (iii) the costs of issuing the 1991 Certificates which shall include an underwriter discount. Section 2. The 1991 Certificates are to be revenue obligations of the City payable solely from the payment received from the Company pursuant to the Installment Sale Agreement and are not to be secured by the taxing powers or general credit of the City. - 2 - section 3. The revised form of the documents pertaining to the 1991 Certificates as more fully described in the recitals hereof and on file with the City Clerk, including the form of the Official Statement as revised from the Preliminary Official Statement are hereby approved. The Mayor, the Finance Director, the City Attorney and such other persons designated by the Mayor are hereby authorized and directed for and in the name and on behalf of the City, to execute, acknowledge and deliver said documents in substantially the form as they presently exist, with such changes therein as such persons who are authorized to execute such documents may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The Mayor or such other persons designated by the Mayor are further authorized and directed to enter into such other agreements and documents and to determine such other fees and expenses payable pursuant thereto in order to consummate and give effect to the financing. The execution and delivery of the documents referred to above by the Mayor or his designees shall conclusively evidence the approval by the City of each of such documents and agreements and the fees and expenses thereunder. Section 5. The City Clerk is hereby authorized and directed to attest the signature of the Mayor or such other person designated by the Mayor and to affix and attest the Seal of the City as may be required or appropriate in connection with the execution and delivery of the documents and agreements. Section 6. The City Manager, the Finance Director or such other person designated by the City Manager is hereby authorized to take any and all actions and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 1991 Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 1991 Certificates and the documents relating thereto. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 7. It is the purpose and intent of the City that this Resolution constitute approval by the applicable elected representative in accordance with the terms of Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 8. This immediately upon its passage. Resolution shall take effect - 3 - 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 MAY 9 2 ~991 , by the following vote: AYES; COUNCILMEMBERS: EDWARDS, ~)eMOND, SMITH, BRUNN. PETERSON, McDERMOT'r SALVA(~{~10 NOES; COUNCILMEMBERS: ABSENT COUNCILMEMBERS: ABSTAIN* COUNCILMEMBERS Council of the City of Bakersfield APPROVED MAY 2 2_ MAYOR of the City of Bakersfield APPROVED as to form: Timothy J. Sabo Special Counsel to the City of Bakersfield BAKE/i~OI/DOC/39 - 4