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HomeMy WebLinkAboutRES NO 186-85RESOLUTION NO.186-85 A RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD, CALIFORNIA AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS (HERITAGE CONVALESCENT CENTER PROJECT), SERIES 1985 IN THE PRINCIPAL AMOUNT OF $2,000,000; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, AN INDENTURE OF TRUST, A RE- MARKETING AGREEMENT, A BOND PURCHASE AGREEMENT, AND OTHER DOCU- MENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION. WHEREAS, the City of Bakersfield, California (the "Issuer") is authorized by the California Industrial Develop- ment Financing Act, Title 10, Chapter 1, Articles 1 through 5 West's Annotated California Codes, as amended (the "Act"), to issue revenue bonds for the purpose of providing funds to make secured or unsecured loans to finance or refinance the cost of acquiring, constructing, improving and/or equipping one or more "Projects" as defined in the Act, including the acquisition, construction and equipping of a convalescent hospital facility; and WHEREAS, any bonds issued to provide funds for the making of such loan or loans shall be payable solely from the revenues received by the Issuer from the repayment of such loans and from such other revenues derived from the loan of such moneys and from other security pledged therefor, and such bonds shall never be construed to constitute an indebtedness of the Issuer, the State of California (the "State"), or of any other political subdivision of the State, within the meaning of any constitutional or statutory provisions whatsoever; and WHEREAS, the Issuer has previously adopted its Reso- lution No. 76-85, being a resolution of intention of the Coun- cil of the City of Bakersfield, California to induce Newport Federal, a California corporation ("the Borrower"), to acquire and improve a convalescent hospital facility to be located at 5600 Auburn Street within the City (the "Facility"); and WHEREAS, notice for a public hearing regarding the Facility was duly published in the Bakersfield Californian at least 14 days prior to the date set for such meeting; and WHEREAS, said public hearing was held on December 27, 1985 at 12:00 noon before the Mayor and the City Council, at which time all interested persons wishing to express their views on the issuance of bonds or on the nature and location of the Facility were given an opportunity to do so and all written communications submitted in advance of the hearing were read. WHEREAS, Borrower has advised the Issuer that it is willing to undertake the acquisition, construction, and equip- ping of the Facility and to construct thereon a convalescent hopsital facility to be known as the Heritage Convalescent Cen- ter (the "Project"), and has requested that the Issuer issue and sell its bonds to be designated "City of Bakersfield, Calfiornia Revenue Bonds (Heritage Convalescent Center Proj- ect,), Series 1985" (the "Bonds") for the purpose of making a loan to the Borrower to assist in the financing of the cost of acquisition, construction and equipping of the Project; and WHEREAS, in order to promote industry, develop trade, promote job opportunities and enhance the standard of living within the City and the State, the Issuer will issue its Bonds in the principal amount of $2,000,000 pursuant to this Resolu- tion (the "Resolution") and an Indenture of Trust dated as of December 1, 1985 (the "Indenture"), a form of which is attached hereto as Exhibit A, which Bonds are to be payable solely from the revenues and receipts derived by the Issuer from the loan of the proceeds from the sale of the Bonds to the Borrower pur- suant to a Loan Agreement dated as of December 1, 1985 (the "Agreement"), a form of which is attached hereto as Exhibit B, by and between the Issuer and the Borrower, which revenues and receipts will be payable on such dates and in such amounts as will provide for the payment of the entire principal of and in- terest on the Bonds issued by the Issuer hereunder; and WHEREAS, the Agreement and the Indenture provide that the proceeds of the sale of the Bonds shall be used to make a loan to the Borrower in the amount of $2,000,000; and WHEREAS, there have been presented to the Council at this meeting (1) the proposed form of the Indenture; (2) the proposed form of Agreement, including exhibits thereto; (3) the proposed form of Remarketing Agreement dated as of December 1, 1985 (the "Remarketing Agreement") among the Borrower, Union Bank as issuer of a Letter of Credit (the "Bank") and the Is- suer, a form of which is attached hereto as Exhibit C; and (4) the proposed form of Bond Purchase Agreement (the "Bond Purchase Agreement") from the purchaser of the Bonds (the "Pur- chaser") to the Issuer, a form of which is attached hereto as Exhibit D. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF BAKERSFIELD, CALIFORNIA, THAT: -2- Section 1. The City Council of the City is responsi- ble for the allocation of a portion of the "private activity bond limit" of the City for the benefit of the Bonds issued by the City. Within the meaning of Section 103(n) of the Internal Revenue Code (the "Code"), the private activity bond limit (the "Limit") for the City and the County of Kern for calendar year 1985 is determined in accordance with the Governor's Proclama- tion dated July 19, 1984, as amended August 30, 1985, and as announced by the California Debt Limit Allocation Committee. By Resolution 85-740 of the Board of Supervisors, Ref. No. 859334, the County had transferred a portion of its Limit to the Bonds in the amount of $2,000,000 to the City. The aggregate amount of the Limit allocable to the Bonds, when added to the aggregate amount of private activity bonds subject to the Limit previously issued by the City on receiving an al- location of the Limit of the City during the calendar year 1985, does not exceed the Limit of the City for such calendar year. The City Council of the City hereby allocates a por- tion of its Limit to the Bonds in the amount of $2,000,000. The allocation made hereby was not made in considera- tion of any bribe, gift, gratuity or direct or indirect contri- bution to any political campaign. Section 2. For the purpose of providing funds to be loaned to the Borrower pursuant to the Agreement, there is hereby authorized to be and is created pursuant to the Act an issue of Bonds of the Issuer designated "City of Bakersfield, California Revenue Bonds (Heritage Convalescent Center Proj- ect), Series 1985." Section 3. The Issuer finds and determines that the loan of the proceeds from the sale of the Bonds to the Borrower pursuant to the terms of the Agreement is in furtherance of the purposes of the Issuer and in the public interest and that the acquisition, construction and equipping of the Project and the financing thereof through the issuance and sale of the Bonds by the Issuer will promote industry, develop trade, promote job opportunities and enhance the standard of living within the County and within the State. The Issuer further ratifies and confirms the extension of its preliminary approval previously given June 12, 1985. The Bonds shall be issued as fully registered bonds, in the principal amount of $2,000,000 and the Bonds shall be dated as provided in Section 2.02 of the Indenture. -3- The form, interest rate, terms and provisions of the Bonds and the provisions for signatures, authentication, pay- ment, registration, transfer and redemption shall be as set forth in the Indenture and are hereby approved. The Mayor or Vice Mayor and Clerk or Assistant Clerk of the Issuer are each hereby authorized to execute and attest, as appropriate, the Bonds, and each is hereby authorized to de- liver the Bonds to the Trustee for authentication. Section 4. The Bonds are hereby authorized to be sold pursuant to the Bond Purchase Agreement to the Purchaser (as therein defined) at a purchase price of $2,000,000 and upon other terms and conditions contained in the Bond Purchase Agreement. Section 5. The forms, terms and provisions of the Bonds, the Indenture, the Agreement, the Remarketing Agreement, and the Bond Purchase Agreement, and the forms of such docu- ments (including the exhibits thereto) presented at this meet- ing, are hereby approved, with such insertions, omissions and changes as shall be approved by the Mayor or Vice Mayor of the Issuer, the execution of such documents being conclusive evi- dence of such approval, and the Mayor or Vice Mayor and the Clerk or Assistant Clerk are hereby authorized and directed to execute the Indenture, the Agreement, the Deed of Trust, the Bond Purchase Agreement and other documents in connection therewith and any related exhibits attached thereto. Section 6. The Mayor or Vice Mayor is hereby autho- rized to execute and deliver to the Trustee the written order of the Issuer for the authentication and delivery of the Bonds to the Trustee, in accordance with Section 2.05 of the Inden- ture. Section 7. The officers of the Issuer shall take all action necessary or reasonably required by the parties to the Bond Purchase Agreement to carry out, give effect to and con- summate the transactions contemplated thereby, including, with- out limitation, the execution and delivery of any closing and other documents reasonably required to be delivered in connec- tion with the sale and delivery of the Bonds. Section 8. Nothing contained in this Resolution or in the Agreement, the Bonds, the Indenture, the Deed of Trust, the Bond Purchase Agreement or any other instrument shall be construed as obligating the Issuer, except to the extent pro- vided in such documents or instruments, or as incurring a charge upon the general credit of the Issuer, nor shall the breach of any agreement contained in this Resolution, the -4- Bonds, the Indenture, the Agreement, the Bond Purchase Agree- ment or any other instrument or document executed in connection therewith impose any charge upon the general credit of the Is- suer. Section 9. California First Bank, a banking associa- tion organized and existing under the laws of the State of California, with its principal corporate trust office located in San Diego, Calfiornia, is appointed Trustee under the Inden- ture. Section 10. Union Bank is hereby appointed Re- marketing Agent pursuant to the Remarketing Agreement. Section 11. After the Bonds are delivered by the Trustee to the Purchaser, upon receipt of payment therefor, this Resolution shall be, and remain, irrepealable until the bonds and the interest thereon shall have been fully paid, can- celled and discharged. Section 12. The Issuer hereby elects to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code apply to the Bonds and hereby authorizes the Mayor or Vice Mayor to file a Statement of Election pursuant to the provi- sions of Section 1.103-10(b)(2)(vi) of the Income Tax Regula- tions in substantially the form approved by the Issuer for prior financings. Section 13. The law firm of Battle, Fowler, Jaffin & Kheel, 280 Park Avenue, New York, New York 10017 is hereby con- firmed and retained as bond counsel, it being understood that the issuer shall not be obligated in any manner to such firm for its fees and disbursements. Section 14. 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 af- fect any of the remaining provisions of this Resolution. Section 15. The provisions of all by-laws, orders and resolutions or parts thereof, inconsistent herewith, are hereby waived to the extent only of such inconsistency. Section 16. The Mayor or Vice Mayor is hereby autho- rized at any time prior to the authentication and delivery of the Bonds to approve such minor changes in the form of the doc- uments hereinbefore described as are not inconsistent with the general purport of this Resolution and reasonably necessary to affect the consummation of the Bond Purchase Agreement. -5- Section 17. The information and proceedings re- garding the public hearing held by this Council on December 27, 1985 in the Council Chambers, pursuant to reasonable public no- tice at least fourteen days in advance of said hearing for the purpose of satisfying Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), are approved. Section 19. It is the purpose of the City that this Resolution constitute official action toward the issuance of obligations by the City for the Facility in accordance with Section 1.103-8(a)(5)(iii) of the Regulations promulgated by the United States Department of the Treasury under Section 103 of the Code, and that adoption of this Resolution constitutes approval by the applicable elected official in accordance with the terms of Section 103(k) of said Code. Section 18. This Resolution shall be effective imme- diately. ADOPTED this 27th day of December, 1985. CITY OF BAKERSFIELD, CALIFORNIA Mayor .. ATTES/~ ~ ~ Clerk APPROVED AS TO FORM: City Attorney I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Council of the City of Bakersfield at a soecial meeting thereof held on the 2__7th Day of December, 1985, by the following roll call vote: -6-