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HomeMy WebLinkAboutRES NO 158-90RESOLUTION NO. 158-90 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) ON BEHALF OF UNITED COMMUNITY HOUSING AND DEVELOPMENT AUTHORITY TO FINANCE A CERTAIN RESIDENTIAL CARE FACILITY FOR THE ELDERLY 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 Housing and Development Authority, 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 (50) 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 $5,500,000 Certificates of Participation (Bakersfield Assisted Living Center), 1990 Series (the "Certificates"), to finance the Facility; and WHEREAS, the City has previously held a duly noticed public hearing on August 22, 1990, concerning the financing of the Project at which time the City received no comments or questions regarding the Project or the financing thereof; and WHEREAS, on October 17, 1990, the City adopted a resolution authorizing the distribution and delivery of the Preliminary Official Statement in connection with the proposed issuance of the certificates; and - 1 - WHEREAS, the City and the Company have initiated certain additional actions in connection with the execution and delivery of the Certificates in order to finance the Project; and WHEREAS, in connection with the delivery of the Certificates the City proposes to enter into a certain Installment Sale Agreement and an Installment Purchase Agreement with the Company pertaining to the acquisition and sale of the Facility which comprises the Project; and WHEREAS, the City proposes to enter into a Trust Agreement with a trustee bank and the Company pertaining to the execution and delivery of the Certificates; and WHEREAS, the City proposes to enter into a certain Certificate Purchase Contract in connection with the sale of the Certificates; and WHEREAS, the City may deem it necessary to enter into certain other documents pertaining to the Certificates in order to accomplish the financing and development of the Project; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield, California, as follows: 1. The financing of the Project through the acquisition and sale of certain property as accomplished under and pursuant to the Act and the issuance of the Certificates in connection therewith is hereby approved. The Certificates shall be designated the "City of Bakersfield Certificates of Participation (Bakersfield Assisted Living Center)" 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 fund for the Certificates and (iii) the costs of issuing the Certificates which shall include an underwriters discount. 2. The Certificates are to be revenue obligations of the City payable solely from the payments 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. 3. The form of the documents pertaining to the Certificates as more fully described in the recitals hereof and presented to this meeting and on file with the City Clerk, including the form of the Official Statement, are hereby approved. The Mayor, the City Manager, 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. - 2 - 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. 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 attest and affix the Seal of the City as may be required or appropriate in connection with the execution and delivery of the documents and agreements. 6. The City Manager or such other person designatedby 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 Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Certificates and the documents relating thereto. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. 7J its passage. This Resolution shall take effect immediately upon ...... ~ ...... - 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 NOV 2 8 1§§0 , by the following vote: AYES; COUNCILMEMBERS: EDWARDS, De.M/)ND, SMITh~, BRUNNI, PETERSON, ..~,.'C.~,",'.,,f0,'"T, SALVAGGIO NOES; COUNCILMEMBERS: ABSENT COUNCrLMEMBERS: ABSTAIN: COUNCILMEMBERS' CITY CLERK and EX OFFICIO CLERK of the Council of the City of Bakersfield APPROVED N0V 2 8 ~:~90 CLARENCE ~. MEDDE~" ~ MAYOR of the City of Bakersfield APPROVED as to form: Special Counsel to the City of Bakersfield - 4 -