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HomeMy WebLinkAbout86-112 RESOLUTION NO. 86-112 OF THE CITY COUNCIL OF SANTA ANA, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF SANTA ANA VARIABLE RATE DEMAND REVENUE BONDS (WESTERN MEDICAL CENTER), SERIES 1986A, THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT~ BOND PURCHASE CONTRACT AND OFFICIAL STATEMENT, AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Santa Ana (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 20~ 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 2~ of Article II of the Charter, has established by the adoption of Ordinance No. N.S. -1664 of the City (the "Law"), a procedure for the authorization, issuance and sale of revenue bonds by the City, for the purpose, inter alia, of making loans to participating health institutions to provide financing for health facilities as specified therein; 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 issuance of revenue bonds, as authorized by Law; WHEREAS, the Council has, by Resolution No. 85-111, adopted by the Council on September 17, 1985, given preliminary approval to the issuance of such bonds to fund a loan to Western Medical Center, a nonprofit "Corporation') to refinance certain the Corporation with respect to its corporation (the existing indebtedness of existing health facilities the and to pay, or to reimburse the Corporation for payment of, the cost of certain equipment, capital improvements and capital expenses (the 'Project"); WHEREAS, the City has further determined to issue such revenue bonds, designated as 'City of Santa Ana Variable Rate Demand Revenue Bonds (Western Medical Center), Series 1986A' (the 'Bonds'), in an aggregate principal amount not to exceed thirty-four million dollars ($34,000,~00) for the above-stated purpose; 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 2 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 relating to the Project are located; WHEREAS, the facilities relating to the Project are located wholly within the City of Santa Aha, 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 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 and manner, as required now duly authorized and requirement of the law, the manner and upon the performed in regular and due time, form by law, and the City of Santa Ana is empowered, pursuant to each and every to issue the Bonds for the purpose, in terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana, 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 thirty-four million dollars ($34,000,0~). Section 3. The proposed form of indenture, dated as of December 1, 1986 (the "Indenture"), between the City and the trustee therein named (the "Trustee"), presented at this meeting, is hereby approved. The Mayor, City Manager or the authorized representative of either of them and the Clerk of the Council or Deputy Clerk of the Council are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver to the Trustee an 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 execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in said Indenture as finally executed. Section 4. The Mayor, City Manager or 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 December 1, 1986, between the City and the Corporation (the "Loan Agreement"), presented at this meeting, is hereby approved. The Mayor, City Manager or the authorized representative of either of them and the Clerk of the Council or Deputy Clerk of the Council are hereby authorized and directed to execute and deliver such Loan Agreement, for and in the name of and on behalf of the City, 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 contract, to be dated as of the date of the sale of the Bonds, between the City and Bankers Trust Company (the "Bond Purchase Contract"), presented at this meeting, is hereby approved. The Mayor, City Manager or the authorized representative of either of them is hereby authorized and directed to approve the final terms of the sale of the Bonds, provided that the net interest cost of the Bonds shall not exceed twelve percent (12%), and to evidence the City's acceptance of the offer made thereby by executing and delivering the Bond Purchase Contract, in substantially said form, with such changes therein as the officer executing the same, with the advice of the City Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 5 Section 7. The Mayor, 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. Bankers Trust Company 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 deliver such copies to all Section 8. Forms of the Bonds, and is directed to actual purchasers of the Bonds. of the proposed Indenture, Loan Agreement and Bond Purchase Contract are on file in the Office of the Clerk of the Council. Section 9. The Bonds in an aggregate principal amount not to exceed thirty-four million dollars ($34,~00,~0) shall be executed by the facsimile signature of the Mayor or City Manager. The facsimile seal of the City shall be affixed thereon and attested by the facsimile signature of the Clerk or Deputy Clerk of the Council, in the forms set forth in and otherwise accordance with the Indenture. 6 Section delivered to the hereby requested 1~. The Bonds, as executed, shall be Trustee for authentication. The Trustee is 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, City Manager or the authorized representative of either of them and the Clerk of the Council or Deputy Clerk of the Council, 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 Bankers Trust Company 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 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 relating to the Project 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 things and to execute and deliver all documents which they 7 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. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and City Council of the City of Santa Ana at a Council meeting thereof, held on the 1st day of December , 1986, by the following vote, to wit: AYES: Griset, Hart, May, Young NAYS: None ABSENT: 1st Acosta, McGuiqan, Pulido ABSTAIN: None The foregoing resolution is hereby approved this day of December 1986. Approved as to form: 8 I, Janice C. Guy , Clerk of the Council in and for the City of Santa Ana DO HEREBY CERTIFY that the foregoing and attached copy of Resolution No. 86-112 is a full, true and correct copy of that now on file in this office. affixed 1st IN WITNESS WHEREOF, I have hereunto set my hand and the offical seal of the City of Santa Ana this day of December , 1986. Clerk of/the~ncil 9