HomeMy WebLinkAboutRES NO 177-85RESOLUTION
177-85
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD,
CALIFORNIA AUTHORIZING THE ISSUANCE AND SALE OF ECONOMIC
DEVELOPMENT REVENUE BONDS (CALIFORNIAN CONVALESCENT HOSPITAL
PROJECT), SERIES 1985 IN THE PRINCIPAL AMOUNT OF $4,900,000;
AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, AN
INDENTURE OF TRUST, A CONSTRUCTION DEED OF TRUST, ASSIGNMENT OF
RENTS AND SECURITY AGREEMENT AND OTHER DOCUMENTS REQUIRED IN
CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER
ACTIONS AND THE EXECUTION OF ALL OTHER DOCUMENTS NECESSARY FOR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
RESOLUTION.
WHEREAS, the City of Bakersfield, California (the
"Issuer") is authorized under the Constitution and laws of the
State of California and under Chapter 3.5 of Title 3 of the
Bakersfield Municipal Code (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
"Facilities", as defined in the Act, including the acquisition,
construction and equipping of a nursing home facility; and
WHEREAS, the Issuer is also authorized under the Act
to issue bonds for the purpose of refunding any bonds then
outstanding; 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 issued its Revenue
Bonds (Californian Convalescent Hospital Project) Series 1984
(the "Series 1984 Bonds") in the aggregate principal amount of
$4,500,000 to assist in the financing of the acquisition,
construction and equipping of a nursing home facility (the
"Facility" or the "Project") to be owned by Pencode III, a
California limited partnership (the "Participating Party" or
the "Borrower"), and located within the City of Bakersfield,
-L'~'~ffornia; and
WHEREAS, the Borrower has requested that the Issuer
assist in the financing of the refunding of the Series 1984
Bonds and the financing of certain additional costs of
acquisition, construction and equipping of the Facility through
the issuance of the Issuer's $4,900,000 Economic Development
Revenue Bonds (Californian Convalescent Hospital Project),
Series 1985 (the "Series 1985 Bonds"); and
WHEREAS, in order to promote: (a) the full and
gainful employment of the residents of the Issuer; (b) the full
and efficient utilization and modernization of commercial and
business facilities; (c) the development of new commercial and
business facilities; (d) the growth of the Issuer's tax base
through increased property values and purchasing; (e) the
reduction of the need for and costs of welfare and other
remedial programs; (f) the reduction of urban ills attributable
in part to inadequate economic opportunities; (g) the stability
and .~eversification of the Issuer's economy; (h) the lowering
of the costs to consumers within the Issuer of necessary
services; (i) the enhancement of the general economic
prosperity, health, safety and welfare of the residents of the
Issuer, the Issuer will issue its Series 1985 Bonds (sometimes
also hereinafter referred as the "Bonds") in the principal
amount of $4,900,000 pursuant to this resolution (the
"Resolution") and an Indenture dated as of December 15, 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
pursuant to a Loan Agreement dated as of December 15, 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
interest 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 $4,900,000 for the
purposes set out above; and
WHEREAS, there have been presented to the~ssuer at
this meeting (1) the proposed form of the Indenture; (2) the
proposed form of Agreement, including exhibits thereto; (3) the
proposed form of Construction Deed of Trust, Assignment of
Rents and Security Agreement dated as of December 15, 1985 (the
"Deed of Trust") among the Borrower, Seattle-First National
Bank, as issuer of a Letter of Credit (the "Bank") and
California First Bank, as bond trustee (the "Trustee"),
including the exhibits thereto, the form of which is attached
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hereto as Exhibit C; and (4) the proposed form of Bond Purchase
Agreement (the "Bond Purchase Agreement") from the purchaser of
the Bonds (the "Purchaser") to the Issuer, a form of which is
attached hereto as Exhibit D.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF BAKERSFIELD, CALIFORNIA, THAT:
Section 1. For the purpose of providing funds to be
loaned to the Borrower pursuant to the Agreement, there is
hereby authorized to be and is hereby created pursuant to the
Act anA issue of bonds of the Issuer designated "City of
Bakersfield, California Economic Development Revenue Bonds
(Californian Convalescent Hospital Project), Series 1985."
Section 2. The Issuer hereby 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 for the reasons hereinabove set forth and that the
refunding of the Series 1984 Bonds and the financing of the
additional costs of 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 Issuer and within the State.
The Bonds shall be issued as fully registered Bonds,
in the principal amount of $4,900,000, and the Bonds shall be
dated as provided in Section 2.02 of the Indenture.
The form, interest rate, terms and provisions of the
Bonds and the provisions for signatures, authentication,
payment, registration, transfer and redemption shall be as set
forth in the Indenture and are hereby approved.
The Mayor or Vice Mayor and Clerk or Deputy Clerk of
the Issuer are each hereby authorized to execute and attest, as
appropriate, the Bonds, and each is hereby authorized to
deliver the Bonds to the Trustee for authentication.
Section 3. The Bonds are hereby authorized to be
sold pursuant to the Bond Purchase Agreement to the Purchaser
at a purchase price of $4,900,000, and upon other terms and
conditions contained in the Bond Purchase Agreement.
Section 4. The forms, terms and provisions of the
Bonds, the Indenture, the Agreement, the Deed of Trust, and the
Bond Purchase Agreement, in the forms of such documents
(including the exhibits thereto) presented at this meeting, are
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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 evidence of such
approval; and the Mayor or Vice Mayor and the Clerk or Deputy
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 5. The Mayor or Vice Mayor is hereby
authorized 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
Indenture.
Section 6. The persons authorized herein on behalf
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 consummate the transactions
contemplated thereby, including, without limitation, the
execution and delivery of any closing and other documents
reasonably required to be delivered in connection with the sale
and delivery of the Bonds.
Section 7. 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
provided 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
Bonds, the Indenture, the Agreement, the Bond Purchase
Agreement or any other instrument or document executed in
connection therewith impose any charge upon the general credit
of the Issuer.
Section 8. California First Bank, a banking
association organized and existing under the laws of the State
of California, with its principal corporate trust office
located in San Diego, California, is appointed Trustee under
the Indenture.
Section 9. Seattle-First National Bank is hereby
appointed Remarketing Agent (the "Remarketing Agent") pursuant
to that certain Remarketing Agreement dated as of December 15,
1985 by and between the Borrower, the Trustee and the
Remarketing Agent.
Section 10. After the Bonds are delivered by the
Trustee to the Purchaser, upon receipt of payment therefor,
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this Resolution shall be, and remain, irrepealable until the
Bonds and the interest thereon shall have been fully paid,
cancelled and discharged.
Section 11. 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 12. The provisions of all other bond
legislation, orders and resolutions or parts thereof
inconsistent herewith, are hereby waived or amended to the
extent only of such inconsistency in order to give due effect
to the intent of this Resolution and cause the Series 1985
Bonds herein authorized to be validly issued.
Section 13. The Mayor or Vice Mayor is hereby
authorized at any time prior to the authentication and delivery
of the Bonds to approve^and execute any other documents or
certificates not inconsistent with the general purport of this
Resolution and reasonably necessary to affect the consummation
of the Bond Purchase Agreement.
Section 14. The information and proceedings
regarding the public hearing held by this Council on December
11, 1985 in the Council Chambers, pursuant to reasonable public
notice 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, are approved.
Section 15. This Resolution shall be effective
immediately.
ADOPTED this 11th day of December, 1985.
CITY OF BAKERSFIELD, CALIFORNIA
Mayor
ATTEST:
Clerk
APPROVED AS TO FORM:
CI Y~TTOZ~for the City of Bakersfield
15052MGE
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