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RESOLUTION NO. 5700
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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;
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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 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
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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
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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.
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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
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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
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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).
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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: '
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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. 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
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