R-8698
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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;
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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;
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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.
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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
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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~ /"