R-8581
e e
RESOLUTION NO. 8581 (CCS)
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MONICA
APPROVING AN INSTALLMENT PURCHASE FINANCING FOR
CERTAIN HEALTH CARE FACILITIES LOCATED WITHIN THE
CITY OF SANTA MONICA
WHEREAS, UNIHEALTH AMERICA, a California nonprofit
public benefit corporation, and certain related nonprofit publlc
benefl.t corporations (the "Related Corporations") includlng SANTA
MONICA HOSPITAL MEDICAL CENTER (IISMHMC"), have requested that the
California statewide Communities Development Authority (the
"Issuer") participate in an installment purchase financing (the
"Financingll) for certa1n health facilities (the IIFacilities"),
including Santa Monica Hospltal Medical Center (the "Santa Monica
Facl11t1es") which are or will be located within the city of
santa Monica to finance and refinance certain projects with
respect to the Facilities owned and operated, or to be owned and
operated, by the Related Corporations;
WHEREAS, in connection with the Financing, the Issuer
and the Related Corporations will enter into an installment
purchase agreement (the IIPurchase Agreement") under which the
Related Corporations will sell the Facilitl.es to the Issuer and
the Issuer will agree to make payments (the "Installment
Payments") to the Related Corporations for the purchase thereof;
e
e
WHEREAS, the Issuer's obligations to make Installment
Payments will be limited to purchase payments to be made to the
Issuer by the Related corporations in accordance with an
installment sale agreement (the "Sale Agreement") to be entered
into between the Issuer and the Related Corporatlons
simultaneously with the execution of the Purchase Agreement, and
under which Sale Agreement the Related Corporations will
repurchase the FaClllties from the Issuer;
WHEREAS, certiflcates of participation (the
IICertlficates") in an aggregate principal amount not to exceed
TWO HUNDRED EIGHTY Ml.llion Dollars ($280,000,000), each
representing a proportionate undivided lnterest in the
Installment Payments, wlll be executed, dellvered and sold in
connection with the Financlngj
WHEREAS, pursuant to Section 147(f) of the Internal
Revenue Code of 1986 (the "Cadell) the Financing and the issuance
of the Purchase Agreement by the Issuer must be approved by the
City because the Santa Monica Facil1ties are located within the
territorial limlts of the City;
WHEREAS, the City Council of the city of Santa Monica
(the "City Council") is the elected legislative body of the City
and is one of the applicable elected representatives required to
2
e
e
approve the F~nancing and the lssuance of the Purchase Agreement
under section 147(f) of the Code;
WHEREAS, the Issuer has requested that the city Council
approve the Financing and the issuance of the Purchase Agreement
in order to satisfy the public approval requirements of Section
147(f) of the Code and the requirements of section 9 of the Joint
Exercise of Powers Agreement (the IIAgreementll), dated as of
J~ne 1, 1988, among certain local agencies, including the city;
and
WHEREAS, pursuant to Sectlon 147(f) of the Code, the
City Council has, following notice duly g~ven, held a public
hearing regarding the Financing and the issuance of the Purchase
Agreement, and now deslres to approve the Financing and the
issuance of the Purchase Agreement.
NOW, THEREFORE, IT IS RESOLVED AS FOLLOWS:
1. The City Council hereby approves the Financlng and
the Purchase Agreement. It is the purpose and intent of the City
Council that this resolution constitute approval of the Financing
and the issuance of the Purchase Agreement (and the execution and
delivery of the certificates of participation related thereto)
for the purposes of (a) section 147(f) of the Code by the
applicable elected representative of the governmental unit having
3
e
e
jurisd1ction over the area in which the Facl.lity is located, In
accordance with said section 147(f), and (b) section 9 of the
Agreement.
2. The officers of the City are hereby authorized and
directed, jointly and severally, to do any and all things and to
execute and deliver any and all documents which they deem
necessary or advisable in order to carry out, give effect to and
comply with the terms and intent of this resolution and the
financing transaction approved hereby.
3. The city Clerk shall certify the adoption of this
Resolut1on, and thenceforth and thereafter the same shall be in
full force and effect.
4. The City Clerk shall forward certified copies of
this Resolution to the following:
O'Melveny & Myers
400 South Hope Street
Los Angeles, California 90071
Attention: stephen J. stern, Esq.
-and-
4
APPROVED AS TO FORM:
e
e
Orrick, Herrington & Sutcliffe
777 South Figueroa Street, suite 3200
Los Angeles, California 90017
Attention: Steven L. Maler, Esq.
JOSEPH LAWRENCE
Actlng Clty Attorney
, ~
wp51 \moxon\smhosp. res\pc\df
5
e
e
Adopted and approved th1s 27th day of Apr1l, 1993_
9
U/{
Mayor
I hereby cert1fy that the foregol.ng Resolution No. 8581(CCS)
was duly adopted by the C1ty Council of the C1ty of Santa Monica
at a meet1ng thereof held on Apr11 27, 1993 by the follmnng
Council vote:
Ayes: Councilmembers: Abdo, Genser, Greenberg,
Holbrook, Olsen, Vazquez
Noes: Counc1lmembers: None
Abstal.n Counc1lmembers: None
Absent COUTIC1lmembers: Rosenste1n
ATTEST:
\L?~.aa eL
A':o$f ~ty Clerk