HomeMy WebLinkAboutRES NO 217-88Resolution No. 217-88
A RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD
AUTHORIZING THE SUBSTITUTION OF A LETTER OF CREDIT OF THE TOKAI
BANK, LTD., LOS ANGELES AGENCY, FOR THE EXISTING LETTER OF
CREDIT ISSUED BY UNION BANK IN CONNECTION WITH THE CITY'S
OUTSTANDING REVENUE BONDS (HERITAGE CONVALESCENT CENTER
PROJECT), SERIES 1985.
WHEREAS, the City Council of the City of Bakersfield,
California (the "Issuer"), previously adopted its Resolutions
No. 76-85 and No. 186-85, authorizing the inducement and
issuance and sale, respectively, of an issue of industrial
development revenue bonds of the Issuer designated "City of
Bakersfield, California, Revenue Bonds (Heritage Convalescent
Center Project), Series 1985" (the "Bonds"), and such Bonds
were duly issued and sold on December 31, 1985; and
WHEREAS, Newport Federal, a California corporation (the
"Borrower"), has now advised the Issuer that it has arranged
for and wishes to obtain the Issuer's approval of a letter of
credit of the Tokai Bank, Ltd. (the "Substitute Letter of
Credit") to be issued in favor of California First Bank, as
Trustee, in favor of the Bondholders, in substitution for the
existing Letter of Credit issued by Union Bank, all pursuant to
and as authorized by the Indenture between the Issuer and the
Borrower dated as of December 1, 1985 (the "Indenture"); and
WHEREAS, there have been presented to the City Council of
the City of Bakersfield (the "Council") at this meeting the
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proposed form of the Substitute Letter of Credit and a form of
Intercreditor Agreement and Bond Counsel for the City has
represented that all approvals and actions required under the
Indenture and all related documents will be obtained and taken
prior to the issuance and substitution of the Substitute Letter
of Credit, including, without limitation, the approval of the
Trustee and consent of the Bondholders; and
WHEREAS, the Issuer is now duly authorized and empowered,
pursuant to each and every requirement of law, to approve the
issuance of the Substitute Letter of Credit and to execute the
Intercreditor Agreement 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, CALIFORNIA, THAT:
Section 1. The Issuer hereby duly approves the issuance
and substitution of the Substitute Letter of Credit of the
Tokai Bank, Ltd., Los Angeles Agency, for the existing Letter
of Credit of Union Bank.
Section 2. The Issuer finds and determines that its
approval of the issuance of the Substitute Letter of Credit is
in furtherance of the purposes of the Issuer and in the public
interest.
Section 3. The form, terms and provisions of the
Substitute Letter of Credit (including the exhibits thereto)
presented at this meeting are hereby approved, with such
insertions, omissions and changes as shall be approved by the
Finance Director or Assistant Finance Director of the Issuer,
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the execution of such documents being conclusive evidence of
such approval, and the Finance Director or Assistant Finance
Director and the Clerk or Assistant Clerk are hereby authorized
and directed to execute such documents in connection therewith
and any related exhibits attached thereto.
Section 4. The officers of the Issuer shall take all
action necessary or reasonably required by the parties to the
Indenture to carry out, give effect to and consummate the
transactions contemplated thereby, including, without
limitation, the execution and delivery of any closing and other
documents reasonably required to be delivered to evidence the
Issuer's approval in connection with the issuance and delivery
of the Substitute Letter of Credit.
Section 5. Nothing contained in this Resolution or any
other instrument executed in connection with the issuance of
the Substitute Letter of Credit shall be construed as
obligating the Issuer except to the extent provided in such
instruments, or as incurring a charge upon the general credit
of the Issuer, nor shall the breach of any agreement contained
in this Resolution or any other instrument or document executed
in connection therewith impose any charge upon the general
credit of the Issuer.
Section 6. Buchalter, Nemer, Fields & Younger, a
Professional Corporation, Newport Beach, California, is hereby
appointed Bond Counsel for the City for the purpose of
rendering the opinion required by Section 3.03 of the Indenture
in connection with the issuance and delivery of the Substitute
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Letter of Credit, it being understood that the Issuer shall not
be obligated in any manner to such firm for its fees and
disbursements, or for any costs or expenses incurred by
Borrower.
Section 7. If any section, paragraph, clause or provision
of this Resolution shall, for any reason, be held to be invalid
or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of
the remaining provisions of this Resolution.
Section 8. The provisions of all bylaws, orders and
resolutions or parts thereof, inconsistent herewith, are hereby
waived to the extent only of such inconsistency.
Section 9. The Finance Director or Assistant Finance
Director is hereby authorized at any time prior to the
execution and delivery of the Substitute Letter of Credit to
approve such minor changes in the form of the Substitute Letter
of Credit and the Intercreditor Agreement hereinbefore
described as are not inconsistent with the general purport of
this Resolution and reasonably necessary to affect the
consummation of the transactions contemplated by this
Resolution.
Section 10. All terms used herein and not defined herein
shall have the meanings assigned to them in the Indenture.
Section 11. This Resolution shall be effective
immediately upon its adoption.
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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 November 9, 1988 by the following
vote:
AYES: COU,~CtLI~IEMff, ERS CHILDS, Dej~OND, SMFTH, R~,TTY, I)[Tr-~SON, M¢OERMO~ 5~3~A~10
NOES: COUNC~LME~ERS None
ABSENT: COUNCILMEMBERS None
ABSTAININ6' COL~NCILMEMBERS: None
CITY CLE~nd Ex O~icio Clerk if the
Council of the City of Bakersfield
APPROVED November 9, 1988
~AYOR of the City of Bakersfield
APPROVED as to form:
CITY ATTOR~ of ~e City of Bakersfield
/
NSSIGNPG