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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 -2- 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 -3- 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, -4- 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 -5-