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HomeMy WebLinkAbout5700 , r -~~ ~ ::;- -- RESOLUTION NO. 5700 ) A RESOLUTION OF THE CITY COUNCIL OF THE CITY O~ ARCADIA, CALIFORNIA, AUTHORIZING THE IlJSQlNeE AND SALE OF CITY OF ARCADIA, CALIFORNIA, HOSPITAL REVENUE BONDS (METHODIST HOS'-ITAL OF SOUTHERN CALIFORNIA), SERIES 1992 ,;THE EXECUTION AND DELIVERY OF AN ItmENTURE, LOAN AGREEMENT, BOND PURCHASE AlJRIEHENT, AND OFFICIAL STATEMENT, AND CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Arcadia (the "City") is a municipal oorporation 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 inrespact to municipal affairs and certain other matters in acoordance with, and as more particularlY provided in, sections 3, 5 and 7 of Article XI of the Constitution of the State ot Calitornia and Section 200 of Article II of the Charter of the City (the "Charter"); and WHEREAS, the City council of the city (the "council"), actinq under and pursuant to the powers reserved to the city under Seotions 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.'.1.311l1.1 " ! , . 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 Itcity of Arcadia, California Hospital Revenue Bonds (Methodist Hospital of Southern California), 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 for the purpose of refunding the Prior Bonds (the "Retundinq") and for the purpose of financing and refinancing'certain improvements to the health facilities of the Hospital (the "project"); 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' 19'92" (the "Bonds"), in an aggregate principal amount not to exceed forty-five million dollars ($45,000,000) 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 LAI.3l111.1 2 5700 and safety of the citizens of the city, and constitutes a municipal afrair; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (theICode"), the Bonds are required to be approved, following a public hearing, by an elected representative ot the issuer of the Bonds and an elected representative ot 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; WHEREAS, the facilities relating to the Refunding and 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; WHEREAS, pursuant to Section 147(f) of the Code, the Council has, following notice duly given, held a pUblic hsarinq regarding the issuance ot such Bonds, and now desires to approve the issuance of such Bondsl 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, to tAl.3l13l.1 J 5700 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 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 forty-five million dollars ($45,000,000). SECTION 3. The proposed form of indenture, dated as November 1, 1992 (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 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. LAI-31131.1 4 -:, 5700 . , The date, maturity dates, interest rate or rates, interest payment dates, denominations, forms, registration, privileges, 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 such Trustee as set forth in the Indenture. SECTION 5. The proposed form of loan aqreement, dated as of November 1, 1992 (the "Loan Aqreement"), between the city and the Hospital, presented at this meeting, is hereby approved. The Mayor, the city Manaqer or the authorized representative of either of th~m 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, acknowledqe and deliver the Loan Agreement in sUbstantially said form, with such chanqes 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 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 Zieqler securities, a division of B.C. Zieqler and Company (the "Underwriter"), as approved by the Hospital, presented at this meetinq,is hereby approved. The Mayor, the city Manager or the LAI-31131.1 5 5700 authorized representative of either of them is hereby authorized and directed to approve the final terms of the sale of the bonds and to evidence the city's acceptance of the offer made thereby by executinq 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 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 same, with such changes therein as the officer executing the same, 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 such copies to all actual purchasers of the Bonds. Ssction 8. Forms of the proposed Indenture, Loan Agreement and Bond Purchase Contract are on rile in the Office of the City Clark. Section 9. The Bonds in an aggregate principal amount not to .exOeed forty-five million dollars ($45,000,000) shall be LAl.)IIlJ.1 6 5700 executed by the f~csimile signature of the Mayor or the City Man~ger. The facsimile seal of the City shall be affixed hereof and attested by the facsimile siqnature of the City Clerk or the Deputy City Clerk, in the forms set forth in and otherwise in accord~nce 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 appearing 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 Manager or the authorized representative of either of them and the City Clerk or ~. 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 and .to.provide financing for the Project. It is the purpose and intent ot 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). LAI-311S1.l 7 5700 Section 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 (including, without limitation, an escrow agreement 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 the purposes of this 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 referred 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 Agreement of October 5, 1992, between the City and the Hospital. Section 16. The city Clerk Shall certify to the adoption of this Resolution. Passed, approved and adopted this 20th day of 1992. ATTEST: ' c of Arcadia LAI.l III 1.1 8 5700 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. 5700 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 20th day of october, 1992 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Lojeski, Margett and Fasching NOES: None ABSENT: Councilmember Ciraulo and Harbicht ci / \\ -'; ill ..lAY Arcadia 9 5700