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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;
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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
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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");
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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;
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5370
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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).
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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
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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
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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 .
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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.
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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.
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Mayor of the City of Arcadia
A~EST' i~
~'?k
Clty Clerk of the Clty of Arcadla
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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
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