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
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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.
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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
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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.
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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.
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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
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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:
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