88-164RESOLUTION NO. 88R-164
A RESOLUTION APPROVING FINANCING TRANSACTION
FOR WESTERN MEDICAL CENTER-ANAHEIM
AUTHORIZING THE MAYOR TO APPROVE AND
EXECUTE AGREEMENTS AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council of the City of
Anaheim, California, as follows:
WHEREAS, the City of Anaheim is authorized to
acquire and dispose of real and personal property for the
common benefit and in furtherance of its municipal affairs and
public purposes;
WHEREAS, the assurance of the provision of adequate
and economical health care for its residents is a public
purpose of the City and actions to provide such assurance
constitute a municipal affair of the City;
WHEREAS, Western Medical Center-Anaheim (the
"Corporation") has requested the City to undertake an
installment sale financing in connection with the proposed
refinancing of certain existing indebtedness with respect to
the Corporation's acute care hospital located in the City and
the financing and refinancing of the cost of certain
equipment, capital improvements and capital expenses related
to said acute care hospital, and this Council is desirous of
approving such financing and refinancing in order to assure
the provision of adequate and economical health care by the
Corporation to the residents of the City; and
WHEREAS, the adoption of this Resolution is in the
public interest and for the public benefit;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED
as follows:
Section 1. Installment sale financing with
certificates of participation in an amount of not to exceed
$28,000,000 for the benefit of the Corporation is hereby
approved.
Section 2. The City Council hereby approves the
form of, the Mayor, upon the advice of the City Attorney and
Special Counsel for the City, is authorized to approve and
execute, and the City Clerk is authorized to attest to, all
agreements necessary to implement the installment sale
financing for the Corporation, including, but not limited to,
the following agreements:
(a) Installment Purchase Agreement, by and
between the Corporation, as seller, and the City,
purchaser;
(b) Installment Sale Agreement, by and between
the City, as seller, and the Corporation, as
purchaser;
(c) Trust Agreement, by and among the City,
State Street Bank and Trust Company of California,
N.A. (the "Trustee") and the Corporation; and
(d) Certificate Purchase Agreement offered by
Bankers Trust Company in which said organization
offers to purchase Certificates of Participation
(the "Certificates") representing fractional
interests in installment payments under the
above-referenced Installment Purchase Agreement at a
rate of interest reflecting a fixed or variable rate
as shall provide the most economical interest rate
for the financing based upon the current market for
similar certificates.
Section 3. The City Council hereby approves the
form of a preliminary placement memorandum relating to the
Certificates and authorizes its distribution in the sale of
the Certificates and authorizes the Finance Director to
approve the final placement memorandum.
~ggJk~_4. The City Council hereby approves the
form of Reimbursement Agreement between The Long-Term Bank of
Japan, Ltd., acting through its Los Angeles Agency (the
"Bank") and the Corporation, including the Letter of Credit
attached as an exhibit thereto.
Section 5. The Mayor, the City Manager, the Finance
Director, the City Attorney, the City Clerk and such other
officers of the City as may be appropriate are authorized to
approve and execute such agreements (including but not limited
to an intercreditor agreement by and among the City, the
Corporation and the Bank, if required) statements,
certificates, receipts and other documents as may be necessary
to provide for the
0787m5-041061-000002-277
04/05/88
execution and delivery of the Certificates and to consummate
the transactions referenced in the agreements described in
paragraph 2 hereof.
THE FOREGOING RESOLUTION is approved and adopted by
the City Council of the City of Anaheim this 19th day of
MAYOR OF THE CITY OF ANAHEIM
ATTE~
CI~ CLERK OF-THE CITY OF ANAHEIM
0787m5-041061-000002-277
3
04/05/88
CLEPd<
STAGE OF CALIFORNIA )
COUNkY OF ORANGE ) ss.
C±£Y OF AJqAt½EIil )
i, LEONOKA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing Resolution No. 88R-164 was introduced and adopted at a regular
meeting provided by law, oZ t~e City Council of the City of Anaheim held on
the 19t~ day of April, 1988, by the following vote of the members thereof:
AYES:
COUNCIL f.~b~ERS: Ehrle, Hunter, Kaywood, Pickler and Bay
NOES: COUNCIL MEMBERS: None
ABSENf: COUNCIL ~IEMgERS: None
A~D I F¢RT~tER certify treat tne Mayor of the City of Anaheim signed said
Kesolution No. ~8R-164 on the 20tt~ day of April, i988.
iN WITNESS WHEREOF, i have hereunto set my hand and affixed the seal of the
City of Anaheim this 20th day of April, 198~.
CiT~F THE CITY~
I, ~EONOKA N. SOHL, City Clerk of t~e City of Anaheim, do hereby certify that
the foregoing is tl~e original of Resolution No. 88R-1~4 duly passed and
adopted by the Anaheim City Council on April 19, 1988.
CITY CLERJf OF ~I'HE CITY OF ANAHEIM