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RES~LUTION NO. 5786
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ARCADIA, CALIFORNIA, AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF ARCADIA,
CALIFORNIA, HOSPITAL REVENUE REFUNDING BONDS
(METHODIST HOSPITAL OF SOUTHERN CALIFORNIA),
SERIES 1994, THE EXECUTION AND DELIVERY OF AN
INDENTURE, LOAN AGREEMENT, BOND PURCHASE
AGIU:EMENT, 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 ~reeholder.' charter., pursuant to which the city
has the right and power to make and enforce all laws and
regulations in respeot to municipal af~airs and certain other
matters in accordance with, and as more particularly provided in,
Sections 3, 5 and 7 of Article' XI of the Constitution ot the
State ot california and Section 200 of Article II of the Charter
of the City (the "Charter"); and
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 tor the authorization, issuance and sale
of revenue bonde by the City, for the purpose ot 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
ot 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, california Hospital Revenue Bonds (Methodist Hospital of
Southern caiifornia), series 1987" (the "Prior Bonds"), in an
aggregate principal amount of $24,115,000 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"); and
WHEREAS, the Hospital has requested the City to issue
its revenue bonds tor the purpose ot refunding the Prior Bonds
(the "Refunding");
WHEREAS, the City has further determined to issue such
revenue bonds, designated as "city of Arcadia, california,
Hospital Revenue Refunding Bonds (Methodist Hospital of Southern
calitornia), Series 1994" (the "Bonds"), in an aqgreqate
principal amount not to exceed twenty-five million dollars
($25,000,000) 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, weltare
and satety of the citizens of the city, and constitutes a
municipal attair;
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WHEREAS, pursuant to Section 147(r) or the Internal
Revenue Code of 1986, as amended (the "Code"), the Bonds are
required to be approved, followinq a public hearinq, by an
elected representative of the issuer or the Bonds and an elected
representative of the qovernmental unit havinq jurisdiction over
the area in which the facilities to be financed and refinanced
with the proceeds of the Bonds are located;
WHEREAS, the facilities relatinq to the Refundinq are
located wholly within the city;
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 meaninq of Section
147(f) ot the Code;
WHEREAS, pursuant to Section 147(f) of the Code, the
Council has, followinq notice duly qiven, held a public hearinq
reqarding the issuance of such Bonds, and now desires to approve
the issuance of such Bondsl
WHEREAS, all acts, conditions and thinqs 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 reqular 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, to
issue the Bonds for the purposes, in the manner and upon the
terms herein provided I
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WHEREAS, the City is not liable, or in any way
obli~ated 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 the Hospital;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, DOES HEREBY DETERMINE AND RESOLVE AS FOLLOW:
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 as set forth herein and pursuant to Ordinance No. 1700.
SECTION 2. Pursuant to the Law, the Bonds shall be
issued in an aggregate principal amount not to exceed twenty-five
million dollars ($25,000,000).
SECTION 3. The proposed form of indenture, dated a8 of
April 15, 1994 (the "Indenture"), between the city and the
trustee therein named (the "Trustee"), prellented at this meeting,
is hereby approved. The Mayor, the City Manager or the
authorized representative of eithsr 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 herein 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,
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manner of execution, 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 suoh Trustee as set forth in the
Indenture.
SECTION 5. The proposed form of loan agreement, dated
IlS of April 15, 1994 (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 oeputy 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
Agreement in substantially said form, with such ohanges therein
as the offioers executing the same, with the advice of the City
Attorney, may approve, suoh approval to be conclusively evidenced
by the execution and delivery thereof.
SECTION 6. The proposed form of bond purchaee
agreement, to be dated as of the date of the sale of the Bonds
(the "Bond PUrchase Agreement"), between the City and Ziegler
Seourities, a division ot B.C. Ziegler and Company (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 tinal terms of the sale of the Bonds
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and to evidence the City/s acceptance ot the offer made thereby
by executing and delivering the Bond Purchase Agreement, in
substantially said form, with such changes therein as the
officers executinq the same, with the advice of the City
Attorney, may approve/ such approval to be conclusively evidenced
by the execution and delivery 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
samet with such chanqes therein as the officer executing the
samet with the advice of the City Attorney, may 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 of the Bonds, and is directed to deliver sueh
copies to all actual purchasers of the Bonds.
Section 8. Forma 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-five million dollars ($25,000,000) shall be
executed by thB facsimile signature of the Mayor or the City
Manager. The facsimile seal of the City shall be affixed hereof
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and attested by the facsimile siqnature of the city Clerk or the
Deputy city Clerk, in the forms set forth in and otherwise in
accordance with the Indenture.
section 10. 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 appearinq thereon, and to
deliver the BOnds, when duly executed and authenticated, to the
purchasers thereOf, in accordance with written instructions
executed on behalf of the City by the Mayor, the City Manaqer or
the authorized 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 Section 147(f) of the Code,
the Council hereby approves the issuance of the Bonds to refund
the Prior Bonds. 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 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).
section 12. The officers of the City are hereby
authorized and directed, jointly and severally, to do any and all
thinqs and to execute and deliver all documents (includinq,
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without limitation, an escrow aqreement related to the Refunding)
which they may deem necessary or advisable in order to consummate
the issuance, sale and delivery of the Bonds, and otherwise to
effectuate tne purposes of tnis Resolution.
Section 13. This Resolution shall take effect
immediately upon its passage.
Section 14. Passage and implementation of this
Resolution does not in any way obligate the city beyond the scope
of what is reforred to in the documents to be approved by passage
of this Resolution.
Section 15. This Resolution is subject to all the
provisions of Ordinance No. 1700 and the Letter Aqreement of
March 21, 1994, between the City and the Hospital.
Section 16. The City Clerk shall certify to the
adoption of this Resolution.
Passed, approved and adopted this 5th day of April,
1994.
ATTEST:
~~:f lA)~~..Q
Cit,t; ler 0 the C y of Arcadia
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF ARCADIA )
I, JUNE D. ALFORD, city Clerk of the city of Arcadia, hereby
certify that the foregoing Resolution No. 5786 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 5th day of April, 1994 and that said
Resolution was adopted by the following vote, to wit:
AYES: Councilmember Fasching, Lojeski, and Margett
NOES: None
ABSENT: None
ABSTAIN: Councilmember Harbicht and Ciraulo
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