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
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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.
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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
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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
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