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R-8698 . . RESOLUTION NO. B69B (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, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SERVICES CORPORATION, a KansaS not-for-profit corporation (the "corporation") has requested that the California statewide Communities Development Authority (the "Issuer") participate in an installment purchase financing (the "Financing") for certain health care facilities commonly known as St. John's Hospital and Health Center (the "Facilities"), 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 Corporation and st. John's Hospital and Health Center, a California nonprofit public benefit corporation; WHEREAS, in connection with the Financing, the Issuer and the Corporation will enter into an installment purchase agreement (the "Purchase Agreement") un.der which the Corporation will sell certain real property to the Issuer and the Issuer will agree to make payments (the "Installment Payments") to the Corporation for the purchase thereof; . . WHEREAS, the Issuer's obligations to make Installment Payments will be limited to purchase payments to be made to the Issuer by the Corporation in accordance with an installment sale agreement (the "Sale Agreement") to be entered into between the Issuer and the Corporation simultaneously with the execution of the Purchase Agreement, and under which Sale Agreement the Corporation will repurchase said real property from the Issuer; WHEREAS, certificates of participation (the "Certificates") in an aggregate principal amount not to exceed Sixty-Five Million Dollars ($65,000,000.00), each representing a proportionate undivided interest in the Installment Payments, will be executed, delivered and sold in connection with the Financing; WHEREAS, pursuant to Section 147 (f) of the Internal Revenue Code of 1986 (the "Code") the Financing and the issuance of the Purchase Agreement by the Issuer must be approved by the City because the Facilities are located within the territorial limits of the City; w~BREAS, 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 approve the Financing and the issuance 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 "Agreement"), dated as of June 1, 1988, among certain local agencies, including the city; and WHEREAS, pursuant to Section 147(f) of the code, the City Council has, following notice duly given, held a public hearing regarding the Financing and the issuance of the Purchase Agreement, and now desires 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 Financing 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 repr~sentative of the governmental unit having jurisdiction over the area in which the Facilities are 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 Resolution, 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: Chapman and Cutler 111 West Monroe street Chicago, Illinois 60603 Attention: s. Louise Rankin, Esq. and Orrick, Herrington & Sutcliffe 777 South Figueroa street, suite 3200 Los Angeles, California 90017 Attention: steven L. Maler, Esq. APPROVED AS TO FORM: JL~~ ( ~9SEPlI LAWRENCE ""---., ~ting city Attorney wp51\moxon\hlthcare.res . . Adopted and approved this 14th day of December, 1993. t1. tgp ~ ~yor - I hereby certIfy that the foregoing ResolutIon No 8698 (CCS) was duly adopted at a meeting of the City Council of the CIty of Santa Maruca on the 14th day of December, 1993 by the followmg vote: AYES Councllmembers: Genser, Greenberg, Holbrook, Olsen, Rosenstem, Vazquez, Mayor Abdo NOES: Councllmembers: NONE ABSTAIN Councilmembers: NONE ABSENT Councllmembers: NONE ATTEST L f.fl~ ~ ~ CIty Clerk~ /"