HomeMy WebLinkAboutRES NO 99-84RESOLUTION NO. 99-84
A RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD,
CALIFORNIA AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS
(CALIFORNIAN CONVALESCENT HOSPITAL PROJECT), SERIES ].984 IN THE
PRINCIPAL AMOUNT OF $4,500~000; AUTHORIZING THE EXECUTION AND
DELIVERY OF A LOAN AGREEMENT, AN INDENTURE OF TRUST, A
CONSTRUCTION DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY
AGREEMENT, AN ASSIGNMENT OF Tile DEED OF TRUST AND REQUEST FOR
SPECIAL NOTICE, AND OTHER DOCUMENTS REQUIRED IN CONNECTION
THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS
NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THiS RESOL~TION.
WHEREAS, the City of Bakersfield, California (the
"Issuer") is authorized by The California Industrial
Development Financing Act, Title 10, Chapter 1, Article ].
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/o£
equipping one or more "projects" as defined in the Act,
including the acquisition, construction and equipping.of a
nursing home facility; and
WHEREAS, any bonds issued to provide funds for ~he
makin~ 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
hon~s shall re'~¢r be construed to coqst~tute an inde~tednes~ cf
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
Resolution No. 43-84, being a resolution of intention of the
council of the City of Bakersfield, California to induce the
Penstar Group, a California for-profit corporation, to acquire
and improve a nursing home facility to be located at 2251 Mount
Vernon Street within the City; and
WHEREAS, Penstar Group has advised the Issuer that it
has subsequently formed a California limited partnership in
which it is the general partner and which is known as Pencode
iII to undertake the acquisition, construction and equipping of
the project; and
WHEREAS, Pencode III, a California limited
partnership (the "Borrower"), has advised the Issuer that it is
willing to undertake the acquisition, construction and
equipping of a nursing home facility to be located at 2251
Mount Vernon Street and to construct thereon a nursing home
facility to be known as the Californian Convalescent Hospital
(the "Project"), and has requested that the Issuer issue and
sell its bonds to be designated "City of Bakersfield,
California Revenue Bonds (Californian Convalescent Hospital
Project), S~ries 1984" (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 $4,500,000 pursuant to this
Resolution (the "Resolution") and an Indenture of Trust dated
as of December 15, 1984 (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,
1984 (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 33nds s~all ke used to ~.a~e a
loan to the Borrower in the amount of $4,500,000; 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 Construction Deed of Trust, Assignment of
Rents and Security Agreement dated as of December 15, 1984 (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 Trustee (the "Trustee"), including
the exhibits thereto, forms of which are 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 "Purchaser") 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:
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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 created pursuant the Act and
issue of Bonds of the Issuer designated "City of Bakersfield,
California Revenue Bonds (Californian Convalescent Hospital
Project), Series 1984."
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 and that the acquisition, construction and equipping
of the Project and the financing thereof through the issuance
and sane of the i~onds by th~ iss~e£ will prc~:~ote indust£y,
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 July 18, 1984.
The Bonds shall be issued as fully registered bonds,
in the principal amount of $4,500,000, 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 Assistant Clerk
of the Issuer are each hereby authorized to execute and attest,
as appropriate, the Bonds, and each is hereby authorized to
d~liver the ~nds ~o the Trustee fcr authenticetlon.
Section 3. 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 $4,500,000, 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
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
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.
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Section 5. The Mayo~ 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 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
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 sal~ 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 Remarketin$ Agent (the "Remarketing Agent") pursuant
to that certain Remarketing Agreement dated as of December 1,
1984 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,
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.
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Section 12. The provisions of all bylaws,
resolutions or parts thereof, inconsistent herewith,
waived to the extent only of such inconsistency.
orders and
are hereby
Section 13. The Mayor or Vice Mayor is hereby
authorized at any time prior to the authentication and delivery
of the Bonds to approve such minor changes in the form of the
documents 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.
Section 14. The information and proceedings
regarding the public hearing held by this Council on December
19, 1984 in the Council Chamber, rs, pur~u~n~. to reasonable pub]i~
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 19th day of December, 1984.
ATTEST =
D~',o~'/'~' C 1 e r k
CITY OF BAKERSFIELD, CALIFORNIA
APPROVED AS TO FORM:
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