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HomeMy WebLinkAbout5370 o RESOLUTION NO. 5370 , A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ARCADIA, CALIFORNIA, HOSPITAL REVENUE BONDS (METHODIST HOSPITAL OF SOUTHERN CALIFORNIA), SERIES 1987, THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT, BOND PURCHASE AGREEMENT, AND OFFICIAL STATEMENT, AND CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Arcadia (the "City") is a municipal corporation and charter city, duly organized and existing under a freeholders' charter, pursuant to which the City has the right and power to make and enforce all laws and regulations in respect to municipal affairs and certain other matters in accordance with, and as more particularly provided in, Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of Article II of the Charter of the City (the "Charter"); WHEREAS, the City Council of the City (the "Council"), acting under and pursuant to the powers reserved to the City under Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of Article II of the Charter, has established, by the adoption of Ordinance No. 1700, entitled the City of Arcadia Health Facilities Revenue Bond Law (the "Law"), a procedure for the authorization, issuance and sale of revenue bonds by the City, for the purpose of making loans to participating health institutions to provide financing and refinancing for health facilities as specified therein; -1- 5370 WHEREAS, the City has determined to engage in a program of making loans to health facilities pursuant to the Law, and has determined to borrow money for such purpose by the issuance of revenue bonds, as authorized by the Law; WHEREAS, the City has previously issued its "City of Arcadia Hospital Revenue Bonds (Methodist Hospital of Southern California), Series A" (the "Prior Bonds"), in an aggregate principal amount of $22,900,000 for the purpose of financing and refinancing certain improvements to the health facilities of Methodist Hospital of Southern California, a nonprofit pUblic benefit corporation duly organized and existing under the laws of the State of California (the "Hospital"); WHERF~S, the Hospital has requested the City to issue its revenue bonds for the purpose of refunding the Prior Bonds maturing on and after August 1, 1991, pursuant to a crossover refunding and for the purpose of financing and refinancing certain improvements to the health facilities of the Hospital; WHEREAS, the Council has, by Resolution No. 5356, adopted by the Council on June 2, 1987, given preliminary approval to the issuance of such revenue bonds to fund a loan Q to the Hospital to refund the Prior Bonds maturing on and after August 1, 1991, pursuant to a crossover refunding and to pay, or to reimburse the Hospital for payment of, the cost of certain improvements to the health facilities of the Hospital (the "Project"); 2 5370 WHEREAS, the City has further determined to issue such revenue bonds, designated as "City of Arcadia, California, Hospital Revenue Bonds (Methodist Hospital of Southern California), Series 1987" (the "Bonds"), in an aggregate principal amount not to exceed twenty-six million dollars ($26,000,000) for the above-stated purposes; WHEREAS, assisting in the financing of health facilities promotes the purposes of the Law, is in the public interest, serves a public purpose, promotes the health, welfare and safety of the citizens of the City, and constitutes a municipal affair; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Bonds are required to be approved, following a public hearing, by an elected representative of the issuer of the Bonds and an elected representative of the governmental unit having jurisdiction over the area in which the facilities to be financed and refinanced with the proceeds of the Bonds are located; WHERF~S, the facilities relating to the Project are located wholly within the City of Arcadia, California; WHEREAS, the Council is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(f) of the Code; 3 5370 '"" WHEREAS, pursuant to Section 147(f) of the Code, the Council has, following notice duly given, held a public hearing regarding the issuance of such Bonds, and now desires to approve the issuance of such Bonds; WHEREAS, all acts, conditions and things required by the Law, and by all other laws of the State of California, to exist, have happened, and have been performed pursuant to and in connection with the issuance of the Bonds, exist, have happened, and have been performed in regular and due time, form and manner, as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of the Law,.-eo issue the Bonds for the purposes, in the manner and upon the terms herein provided: WHEREAS, the City is not liable, or in any way obligated directly or indirectly or contingently, or morally to levy or to pledge any form of taxation or to make any appropriation for the payment of any monies with reference to subject bonds, and is held harmless by Methodist Hospital. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY DETERMINE AND RESOLVE AS FOLLOWS: SECTION 1. The Council does hereby find and declare that the above recitals are true and correct and that the issuance of the Bonds is a municipal affair and a proper public purpose. SECTION 2. Pursuant to the Law, the Bonds shall be issued in an aggregate principal amount not to exceed twenty-six million dollars ($26,000,000). -4- 5370 SECTION 3. The proposed form of indenture, dated as August 1, 1987 (the "Indenture"), between the City and the trustee therein named (the "Trustee"), presented at this meeting, is hereby approved. The Mayor, the City Manager or the authorized representative of either of them and the City Clerk or the Deputy City Clerk are hereby authorized and directed, for and in name of and on behalf of the City, to execute, acknowledge and deliver to the Trustee the Indenture in substantially said form, with such changes therein as the officers executing the same, with the advice of the City Attorney, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity dates, interest rate or rates, interest payment dates, denominations, forms, registration, privileges, manner of execut.ion, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. SECTION 4. The Mayor, the City Manager or the authorized representative of either of them is hereby authorized to appoint a Trustee for the City and the holders of the Bonds, with the duties and powers of such Trustee as set forth in the Indenture. SECTION 5. The proposed form of loan agreement, dated as of August 1, 1987 (the "Loan Agreement"), between the City and the Hospital, presented at this meeting, is hereby approved. The Mayor, the City Manager or the authorized representative of either of them and the City Clerk or the Deputy City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Loan -5- 5370 Agreement in substantially said form, with such changes therein as the officers executing the same, with the advice of the City Attorney, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 6. The proposed form of bond. purchase agreement, to be dated as of the date of the sale of the Bonds (the "Bond Purchase Agreement"), between the City and Ziegler Securities (the "Underwriter"), as approved by the Hospital, presented at this meeting, is hereby approved. The Mayor, the City Manager or the authorized representative of either of them is hereby authorized and directed to approve the final terms of the sal~ of the Bonds and to evidence the City's acceptance of the offer made thereby by executing and delivering the Bond Purchase Agreement, in substantially said form, with such changes therein as the officers executing the same, with the advice of the City Attorney, may approve, such approval to be conclusively evidenced by the execution and deli very thereof. Section 7. The Mayor, the City Manager or the authorized representative of either of them is hereby authorized and directed to prepare or cause to be prepared an official statement to be used in connection with the offer and sale of the Bonds (the "Official Statement") and to execute and deliver the same, with such changes therein as the officer executing the same, with the advice of the City Attorney, may 6 5370 require or approve, such approval being conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distribute copies of the Official Statement in preliminary form and to distribute copies of the Official Statement as finally executed, to persons who may be interested in the purchase ~f the Bonds, and is directed to deliver such copies to all actual purchasers of the Bonds. Section 8. Forms of the proposed Indenture, Loan Agreement and Bond Purchase Contract are on file in the Office of the City Clerk. Section 9. The Bonds in an aggregate principal amount not to exceed twenty-six million dollars ($26,000,000) shall be executed by the facsimile signature of the Mayor or the City Manager. The facsimile seal of the City shall be affixed thereon and attested by the facsimile signature of the City Clerk or the Deputy City Clerk, in the forms set forth in and otherwise in accordance with the Indenture. Section lQ. The Bonds, as executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authent.icated, to the purchasers thereof, in accordance with written instructions executed on behalf of the City by the Mayor, the City Manager or the authorized . 7 5370 representative of either of them and the City Clerk or the Deputy City Clerk, which instructions said officers are hereby authorized and directed, in the name of and on behalf of the City, to execute and deliver to the Trustee. Said instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price thereof. Section 11. Pursuant to Sectipn 147(f) of the Code, the Council hereby approves the issuance of the Bonds to refund the Prior Bonds maturing on after August I, 1991, pursuant to a crossover refunding and to provide financing for the Project. It is the purpose and intent of the Council that this Resolution constitute approval of the issuance of Bonds by the applicable elected representative of the issuer and the applicable elected representative of the governmental unit having jurisdiction over the area in which the facilities to be financed and refinanced with the proceeds of the Bonds are located, in accordance with said Section 147(f). Secti.on 12. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, and otherwise to effectuate the purposes of this Resolution. Section la. This Resolution shall take effect immediately upon its passage. 8 5370 SECTION 14. Passage and implementation of this Resolution does not in any way obligate the City beyond the scope of what is referred to in the documents to be approved by passage of this Resolution. SECTION 15. The City Clerk shall certify to the adoption of this Resolution. Passed, approved and adopted this 18th day of August, 1987. r~ Mayor of the City of Arcadia A~EST' i~ ~'?k Clty Clerk of the Clty of Arcadla -9- 5370 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) 55: CITY OF ARCADIA ) I, CHRISTINE VAN MAANEN, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No.5370 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 18th day of, August, 1987, and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Chandler, Harbicht and Lojeski NOES: None ABSENT: Councilmember Young ABSTAIN: Councilmember Gilb City Clerk of the City of Arcadia 10 5370