RESOLUTION NO. _________________
A RESOLUTION OF THE CI TY OF BAKERSFIELD CITY COUNCIL
APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY REVENUE AND REFUNDING BONDS, SERIES 20 25
(HUMANGOOD – CALIFORNIA OBLIGATED GROUP) IN ONE OR MORE
SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED TWO HUNDRED FIVE MILLION DOLLARS ($205,000,000) FOR THE PURPOSE
OF FINANCING OR REFINANCING THE CONSTRUCTION, FURNISHING
AND EQUIPPING OF CONTINUING CARE FACILITY FOR HUMANGOOD
AND CERTAIN OTHER MATTERS RELATING THERETO
WHEREAS, HumanGood, HumanGood NorCal , HumanGood SoCal or HumanGood Fresno, each a California nonprofit public benefit corporation ( collectively, the “Corporation”), has requested that the California Municipal Finance Authority (the “Authority”) participate in the issuance of one or more series of revenue bonds in an aggregate principal amount not to exceed TWO HUNDRED FIVE MILLION DOLLARS ($205,000,000) (the “Bonds”), the proceeds of which will be used, among other things:
a) in a principal amount not to exceed THIRTY-FIVE MILLION DOLLARS ($35,000,000), to refund all or a portion of the outstanding FIFTY-TWO MILLION EIGHT Y THOUSAND DOLLARS ($52,080,000) original principal amount California Statewide Communities Development Authority Revenue Bonds, Series 2015 (American Baptist Homes of the West) (the “Series 2015 NorCal Bonds”),
b) in a principal amount not to exceed FORTY MILLION DOLLARS ($40,000,000), to refund all or a portion of the outstanding FORTY-SEVEN MILLION NINE HUNDRED THOUSAND DOLLARS ($47,900,000) original principal amount California Municipal Finance Authority Senior Living Revenue Bonds (Southern California Presbyterian Homes) Series 2015 (the “Series 2015 SoCal Bonds”),
c) in a principal amount not to exceed FIFTEEN MILLION DOLLARS ($15,000,000), to refund all or a portion of the outstanding FIFTEEN MILLION FOUR HUNDRED EIGHT Y THOUSAND DOLLARS ($15,480,000) original principal amount California Municipal Finance Authority Revenue and Refunding Bonds, Series 2020A (HumanGood – California Obligated Group) (the “Series 2020A Bonds”),
d) in a principal amount not to exceed SIXTY MILLION DOLLARS ($60,000,000), to refund all or a portion of the outstanding SIXTY FOUR MILLION SEVEN
HUNDRED SIXTY -FIVE THOUSAND DOLLARS ($64,765,000) original principal amount California Municipal Finance Authority Revenue and Refunding Bonds, Series 2020B (HumanGood – California Obligated Group) (the “Series 2020B Bonds”),
e) in a principal amount not to exceed FIFTY-FIVE MILLION DOLLARS ($55,000,000), to finance or reimburse the cost of constructing, building, remodeling, renovating, rehabilitating, upgrading, furnishing and equipping certain of the Corporation’s continuing care retirement communities located in several jurisdictions throughout the state of California, including in the City of Bakersfield,
f) to pay a portion of the interest on the Bonds, if deemed necessary or advisable by the Authority or the Corporation,
g) to provide working capital to the Corporation, if deemed necessary or advisable by the Authority or the Corporation,
h) to fund a debt service reserve fund, if deemed necessary or advisable by the Authority or the Corporation, and
i) to pay certain expenses incurred in connection with the issuance of the Bonds;
WHEREAS, a portion of the proceeds of the Bonds in a principal amount not to exceed TWENTY MILLION DOLLARS ($20,000,000) will be used to finance expenditures for various renovations to existing infrastructure and upgrades to housing units and amenities at the following continuing care community owned and operated by the Corporation and located in the City of Bakersfield (the “City”): Rosewood located at 1301 New Stine Road, Bakersfield, California, 93309 (the “Community”); and
WHEREAS, the proceeds of the Series 2015 NorCal Bonds were used, among other things, to:
1) refund all or a portion of the FIFTY MILLLION DOLL ARS ( $50,000,000) original principal amount California Statewide Communities Development Authority Variable Rate Demand Revenue Bonds, Series 2006 (American Baptist Homes of the West) (the “Series 2006 Bonds”),
2) finance or reimburse the cost of the remodeling, renovation, furnishing and equipping of the Corporation’s continuing care facilities located in several jurisdictions, including at the Community in the City,
3) pay a portion of the interest on the Series 2015 NorCal Bonds,
4) provide working capital to the Corporation,
5) fund a debt service reserve fund,
6) pay certain expenses incurred in connection with the issuance of the Series 2015 NorCal Bonds; and
WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the “Code”), the issuance of the Bonds by the Authority must be approved by the City because the Community is located within the territorial limits of the City; and
WHEREAS, the City Council of the City of Bakersfield (the “Council”) is the elected legislative body of the City and is an applicable elected representative required to approve the issuance of the Bonds under Section 147(f) of the Code; and
WHEREAS, the Council understands that its actions in holding the public hearing and in adopting this Resolution do not obligate the City in any manner for payment of the principal, interest, fees or any other costs associated with the issuance of the Bonds, and the Council expressly conditions its approval of the issuance of the Bonds b y the Authority by the adoption of this Resolution on this understanding; and
WHEREAS, the Authority has requested that the Council approve the issuance of the Bonds by the Authority to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Pow ers Agreement relating to the California Municipal Finance Authority , dated as of January 1, 2004 (the “Agreement”), among certain local agencies, including the City; and
WHEREAS, pursuant to Section 147(f) of the Code, the Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Bakersfield as follows:
1) The City Council finds and declares that the foregoing recitals are true and correct and are incorporated herein by reference.
2) The City Council hereby approves the issuanc e of the Bonds by the Authority. It is the purpose and intent of the Council that this Resolution constitute approval of the issuance of the Bonds by the Au thority for the purposes of:
(a) Section 147(f) of the Code by the applicable elected representative of the governmental uni t having jurisdiction over the area in which the Community is located, in accordance with said Section 147(f); and
(b) Section 4 of the Agreement.
3) The officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution and the financing transaction approved hereby.
4) The Council expressly conditions its approval of this Resolution on its understanding that the City shall have no obligation whatsoever to pay any principal, interest, fees or other costs associated with the Authority’s issuance of the Bonds.
5) This Resolution shall take effect immediately upon its adoption.
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 ____________________________, by the following vote:
AYES: COUNCIL MEMBER ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCIL MEMBER _________________________________________________________ ABSTAIN: COUNCIL MEMBER _________________________________________________________ ABSENT: COUNCIL MEMBER _________________________________________________________
___________________________________
JULIE DRIMAKIS, CMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED _________________
By _________________________
KAREN GOH
Mayor
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By ______________________________
VIRGINIA GENNARO
City Attorney
VG/pt
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