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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: -2- 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. -3- 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. -4- 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: -5-