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HomeMy WebLinkAboutRES NO 59-88 RESOLUTION NO. 5_~-88 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF BAKERSFIELD HOSPITAL REVENUE BONDS (ADVENTIST HEALTH SYSTEM/WEST), 1988 SERIES A, THE EXECUTION AND DELIVERY OF AN INDENTURE, NOTE PURCHASE AGREEMENT, BOND PURCHASE CONTRACT AND OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. 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 as more particularly provided in, Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 12 of Article III 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 Article III of the Charter, has established by the adoption of Ordinance No. 287]. of the City (the "Law"), a procedure for the authorization, issuance and sale of revenue bonds by the City, for the purpose, inter alia, of making loans to participating health institutions to provide financing for health facilities as specified therein; WHEREAS, program of making loans to Law, and has determined to issuance of revenue bonds, the City has determined to engage in a health facilities pursuant to the borrow money for such purpose by the as authorized by Law; WHEREAS, the City has further determined to issue such revenue bonds, designated as "City of Bakersfield Hospital Revenue Bonds (Adventist Health System/West), 1988 Series A" (the "Bonds"), in an aggregate principal amount not to exceed thirty million dollars ($30,000,000) for the purpose of assisting Adventist Health System/West, a nonprofit religious corporation (the "System"), in financing the cost of its membership in San Joaquin Community Hospital, a nonprofit public benefit corporation which owns and operates the San Joaquin Community Hospital and refinancing certain existing indebtedness of the System with respect to its existing health facilities (the "Project"); WHEREAS, assisting in the financing of health facilities 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; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Bonds are required to be approved, following a public hearing, by an elected representative of the issuer of the Bonds and an elected representative of the governmental unit having 2 0268f5 jurisdiction over the area in which the facilities relating to the Project are located; WHEREAS, the facilities relating to the Project are located wholly within the City of Bakersfield, California; WHEREAS, the Council is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(f) of the Code; WHEREAS, pursuant to Section 147(f) of the Code, the Council has, following notice duly given, held a public hearing regarding the issuance of such Bonds, and now desires to approve the issuance of such Bonds; WHEREAS, all acts, conditions and things required by the Law, and by all other laws of the State of California, to exist, have happened and have been performed pursuant to and in connection with the issuance of the Bonds, exist, have happened, and have been performed in regular and due time, form and manner, as required by law, and the City of Bakersfield is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the 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 does hereby find and declare that the above recitals are true and correct and that the issuance of the Bonds is a municipal affair and a proper public purpose. 3 0268f5 Section 2. Pursuant to the Law, the Bonds shall be issued in an aggregate principal amount not to exceed thirty million dollars ($30,000,000). Section 3. The proposed form of indenture, dated as of April 1, 1988 (the "Indenture"), between the City and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"), presented at this meeting, is hereby approved. The Mayor, City Manager or the authorized representative of either of them and the City Clerk or Deputy City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver to the Trustee, on or after the effective date of Ordinance No. 3152, an 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 dates, interest rate or rates, interest payment dates, denominations, forms, registration privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in said Indenture as finally executed. Section 4. The proposed form of note purchase agreement, dated as of April 1, 1988, between the City and the System (the "Note Purchase Agreement"), presented at this meeting, is hereby approved. The Mayor, City Manager or the 4 0268f5 authorized representative of either of them and the City Clerk or Deputy City Clerk are hereby authorized and directed to execute and deliver the Note Purchase Agreement, on or after the effective date of Ordinance No. 3152, for and in the name of and on behalf of the City, 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 ~. The proposed form of bond purchase contract, to be dated the date of the sale of the Bonds, between the City and First Interstate Bank of California (the "Bond Purchase Contract"), presented at this meeting, is hereby approved. The Mayor, City Manager or the authorized representative of either of them is hereby authorized and directed to approve the final terms of the sale of the Bonds, provided that the Bonds shall not be issued prior to the effective date of Ordinance No. 3152, and provided further that the net interest cost of the Bonds shall not exceed twelve percent (12%), and to evidence the City's acceptance of the offer made thereby by executing and delivering the Bond Purchase Contract, in substantially said form, with such changes therein as the officer executing the same, with the advice of the City Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 5 0268f5 Section 6. The Mayor, City Manager or the authorized representative of either of them is hereby authorized and directed to prepare or cause to be prepared an official statement to be used in connection with the offer and sale of the Bonds (the "Official Statement") and to execute and deliver the same, with such changes therein as the officer executing the same, with the advice of the City Attorney, may require or approve, such approval being conclusively evidenced by the execution and delivery thereof. First Interstate Bank of California is hereby authorized to distribute copies of the Official Statement in preliminary form and to distribute copies of the Official Statement as finally executed, to persons who may be interested in the purchase of the Bonds, and is directed to deliver such copies to all actual purchasers of the Bonds. Section !. Forms of the proposed Indenture, Note Purchase Agreement and Bond Purchase Contract are on file in the office of the City Clerk. Section 8. The Bonds in an aggregate principal amount not to exceed thirty million dollars ($30,000,000) shall be executed, on or after the effective date of Ordinance No. 3152, by the facsimile signature of the Mayor or City Manager. The facsimile seal of the City shall be affixed thereon and attested by the facsimile signature of the City Clerk or Deputy City Clerk, in the forms set forth in and otherwise in accordance with the Indenture. 6 0268f5 Section 9. The Bonds, as executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the purchasers thereof, in accordance with written instructions executed on behalf of the City by the Mayor, City Manager or the authorized representative of either of them and the City Clerk or Deputy City Clerk, which instructions said officers are hereby authorized and directed, in the name of and on behalf of the City, to execute and deliver to the Trustee. Said instructions shall provide for the delivery of the Bonds to First Interstate Bank of California upon payment of the purchase price thereof. Section 10. Pursuant to Section 147(f) of the Code, the Council hereby approves the issuance of the Bonds to provide financing for the Project. It is the purpose and intent of the Council that this Resolution constitute approval of the issuance of Bonds by the applicable elected representative of the issuer and the applicable elected representative of the governmental unit having jurisdiction over the area in which the facilites relating to the Project are located, in accordance with said Section 147(f). Section 11. The officers of the City are hereby authorized and directed, jointly and severally, to do any and 7 0268f5 all things and to execute and deliver all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, and otherwise to effectuate the purposes of this Resolution. Section 12. This Resolution shall take effect immediately upon its passage. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and City Council of the City of Bakersfield at a regular meeting thereof, held on the thirteenth day of April, 1988, by the following vote, to wit: AYES: Childs, DeMond, Smith, Ratty, Peterson, McDermott, Salvaggio NAYS: None ABSENT: None 13th ABSTAIN: None City Clerk The foregoing resolution is hereby approved this day of April, 1988. Mayor of the City of Bakersfield Approved as to form: 8 0268f5