HomeMy WebLinkAboutRES NO 194-89RESOLUTION NO. 194-89
RESOLUTION OF THE COUNCIL OF THE CITY OF
BAKERSFIELD CONCERNING THE
DELIVERY OF CERTIFICATES OF PARTICIPATION TO FINANCE
CERTAIN HEALTH CARE FACILITIES FOR
SOUTHERN CARE CORPORATION AND
AUTHORIZING THE FINANCE DIRECTOR TO EXECUTE
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 laws of the State of California (the "City"),
is authorized under provisions of the California Government Code,
particularly Chapter 5 of Part 2 of Division 3 of Title 4 thereof
(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, Southern Care Corporation, a nonprofit
corporation organized under the nonprofit corporation laws of the
State of Texas 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
certain skilled nursing care facilities located in the City (the
"Health Facilities"), including but not limited to certain
additions, improvements and betterments to the Health Facilities
and such facilities as are appurtenant or related thereto,
acquisition of equipment and payment of fees and expenses
incurred in connection with the foregoing financing, which
financing shall be accomplished by means of a lease and sublease
arrangement (the "Project");
WHEREAS, the City has full legal right, power and
authority under the Act to purchase, sell and lease real and
personal property for the common benefit and as is necessary or
proper for municipal purposes;
WHEREAS, on August 30, 1989, the City adopted a
resolution (the "Initial Resolution") giving its preliminary
approval to the proposed execution and delivery of certain
Certificates of Participation (Hilltop and Colonial Project),
1989 Series A (the "Certificates"), to finance the Health
Facilities;
WHEREAS, as of the date of the Initial Resolution, the
proposed borrower of the proceeds of sale of the Certificates was
to be AMG International, a New Jersey nonprofit corporation, but
the parties to the financing have, for good cause shown,
requested the right to substitute Southern Care Corporation as
the borrower;
WHEREAS, as of the date of the Initial Resolution, a
maximum principal amount of Certificates of $9,000,000 was
established, but the parties to the financing have, for marketing
reasons, requested the City to authorize an increase in the
aggregate principal amount of Certificates which may be delivered
to $10,000,000;
WHEREAS, there have been presented at this meeting a
proposed form of Contract of Purchase (the "Contract of
Purchase") to be entered into by and between Ehrlich Bober & Co.,
Inc., as underwriter (the "Underwriter") and the City, and
approved and agreed to by the Company, a proposed form of Trust
Agreement by and among U.S. Trust Company of California, N.A., as
trustee (the "Trustee"), a proposed form of Lease Agreement by
and between the Company and the City (the "Lease Agreement"), a
proposed form of Sublease Agreement (the "Sublease Agreement") by
and between the City and the Company, and a proposed form of
Limited Offering Memorandum (the "Limited Offering Memorandum")
to be distributed by the Underwriter in connection with the
delivery and sale of the Certificates;
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Bakersfield, California, as follows:
Section 1. A lease and sublease financing through the
execution and delivery of the Certificates is hereby approved to
be accomplished under and pursuant to the Act. The Certificates
shall be designated "City of Bakersfield Certificates of
Participation (Hilltop and Colonial Project), 1989 Series A" and
shall be executed and sold for the purpose of financing: (i) the
acquisition and improvement of the Project as more fully
described in the Lease Agreement and the Sublease Agreement;
(ii) a reserve fund for the Certificates; and (iii) the costs of
issuing the Certificates, which shall include an Underwriter's
discount in an amount. not to exceed 2% of the par amount of the
Certificates.
Section 2. Southern Care Corporation is approved as
the borrower of the proceeds of the sale of the Certificates.
Section 3. The aggregate principal amount of the
Certificates will not. exceed $10,000,000.
Section 4. The average interest rate on the
Certificates will not. exceed 10.5% per annum, payable
semiannually.
Section 5. The Certificates are to be revenue
obligations of the City payable solely from the payments received
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from the Company pursuant to the Sublease Agreement and are not
to be secured by the taxing power or general credit of the City.
Section 6. The proposed form of the Contract of
Purchase presented a~ this meeting is hereby approved; and the
Mayor, the Finance Director and the City Attorney of the City are
hereby authorized and directed, for and in the name of the City,
to execute the Contract of Purchase. Such Contract of Purchase
shall be executed in substantially the form hereby approved, with
such additions thereto or changes therein as are recommended or
approved by the persons executing the same, such approval to be
conclusively evidenced by the execution and delivery of the
Contract of Purchase..
Section 7. The proposed form of the Trust Agreement
presented at this meeting is hereby approved; and the Mayor, the
Finance Director and the City Attorney are hereby authorized and
directed, for and in the name of the City, to execute the Trust
Agreement. Such Trust Agreement shall be executed in
substantially the form hereby approved, with such additions
thereto or changes therein as are recommended or approved by the
persons executing the same, such approval to be conclusively
evidenced by the execution and delivery of the Trust Agreement.
Section 8. The proposed form of the Lease Agreement
presented at this meeting is hereby approved; and the Mayor, the
Finance Director and the City Attorney are hereby authorized and
directed, for and in the name of the City, to execute the Lease
Agreement. Such Lease Agreement shall be executed in
substantially the form hereby approved, with such additions
thereto or changes therein as are recommended or approved by the
persons executing the same, such approval to be conclusively
evidenced by the exeoution and delivery of the Lease Agreement.
Section 9. The proposed form of the Sublease Agreement
presented at this meeting is hereby approved; and the Mayor, the
Finance Director and the City Attorney are hereby authorized and
directed, for and in the name of the City, to execute the
Sublease Agreement. Such Sublease Agreement shall be executed in
substantially the form hereby approved, with such additions
thereto or changes therein as are recommended or approved by the
persons executing the same, such approval to be conclusively
evidenced by the execution and delivery of the Sublease
Agreement.
Section 10. The proposed form of Limited Offering
Memorandum presented at this meeting is hereby approved, and the
Mayor, the Finance Director and/or the City Attorney are each
hereby authorized and directed, for and in the name of the City
to execute the Limited Offering Memorandum. Such Limited
Offering Memorandum shall be executed in substantially the form
hereby approved, with such additions thereto or changes therein
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as are recommended or approved by the person or persons
executing the same, such approval to be conclusively evidenced
by the execution and delivery of the Limited Offering Memorandum.
Section 11. U.S. Trust Company of California, N.A.,
Los Angeles, California, is hereby appointed as Trustee for the
City and the Owners of the Certificates, with the duties and
powers of such Trustee as shall be set forth in the Trust
Agreement. The Trustee is hereby requested and directed to
execute and to deliver the Certificates in accordance with the
provisions of the Trust Agreement, upon payment of the purchase
price thereof.
Section 12. Any documents the execution of which by
the Mayor, the Finance Director or the City Attorney (the
"Authorized City Signatories") is authorized by this Resolution
shall, in the absence or inability to act of any of the
Authorized City Signatories, be executed by another of the
Authorized City Signatories, as appropriate, or any other duly
designated representative of the City.
Section 13. The Authorized City Signatories and any
other officers of the City are hereby authorized and directed,
jointly and severally, to do any and all things to execute and
deliver any and all documents which they may deem necessary or
advisable in order to consummate the execution, sale and delivery
of the Certificates, and otherwise to effectuate the purposes of
this Resolution; and such actions previously taken by such
officers ar hereby ratified and confirmed.
Section 14. This resolution shall take effect
immediately upon its passage.
Dated: November 1, 1989
Mayor- CLARENCE E. MEDDERS
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I, CAROL WILLIAMS , City Clerk of the City of
Bakersfield, certify that the foregoing resolution was adopted by
the Council of the City of Bakersfield, at a regular meeting
held on the 1st day of November, 1989, by the following vote:
Ayes: None
Noes: None
Absent: None
City Clerk
Bakersfield.fin