1976-412RESOLUTION NO. 76R-412
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ANAHEIM APPROVING THE ORGANIZATION OF
MARTIN LUTHER. HOSPITAL AND ITS PROPOSAL TO
REFINANCE EXISTING INDEBTEDNESS AND TO PRO-
VIDE LONG-TER14 FINANCING ON BEF1ALF OF THE
CITY FOR A HOSPITAL FACILITY BY ISSUANCEE OF
TAX-EXEP✓_PT OBLIGATIONS AND ACCEPTING A HOS-
PITAL FACILITY.
WHEREAS, Martin Luther Hospital, a California nonprofit
corporation ("Corporation"), has been organized, the specific and
primary purpose of which is charitable, which purpose is to be
manifested by the operation of nonprofit hospitals and related
nonprofit medical facilities, no part of the net earnings of which
inures to the benefit of any private shareholder or individual, no
substantial part of the activities of which is carrying on propa-
ganda or otherwise attempting to influence legislation, and that
do not participate in, or intervene in, any political campaign on
behalf of any candidate for public office; and
WHEREAS, none of the income of the Corporation shall
inure to any private person; and
WHEREAS, the Corporation has developed a plan to refi-
nance existing indebtedness and to provide long-term financing on
behalf of the City for its existing 168 -bed hospital facility
(Hospital) located in the City of Anaheim; and
WHEREAS, the City of Anaheim does hereby determine that
the continued ownership and operation of the Hospital by the Cor-
poration would be beneficial and in the interest of the residents
of the City of Anaheim and its environs; and
WHEREAS, the Corporation proposes to refinance existing
indebtedness and provide long-term financing for the Hospital by
the issuance of one or more series of its First k1ortgage €3ospital
Revenue Bonds in the approximate amount of $16,500,000 or less
("Bonds") , pursuant to Revenue Ruling 63-20, and to apply to the
Internal Revenue Service for a ruling that the interest payable on
bonds or obligations of the Corporation issued to refinance such
existing indebtedness and provide long-term financing for the
Hospital are obligations issued on behalf of a political subdivi-
sion and will therefore be exempt from federal income taxes; ar�d
WHEREAS, the Corporation has filed copies of the follow-
ing documents with the City Clerk:
(1) A proposed Indenture of -Mortgage and Deed of Trust;
(2) Articles of Incorporation of the Corporation;
(3) Bylaws of the Corporation;
(4) A proposed form of Corporation Grant Deed;
(5) A proposed form of Bill of Sale; and
(6) A letter from the Corporation listing Officers and
Directors;
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AND WHEREAS, pursuant to the Indenture of Mortgage and
Deed of Trust, on file in the office of the City Clerk and incor-
porated herein by reference as though the same were set forth in
full, the City of Anaheirci,will have the sole and exclusive option
to purchase all right, title and interest of the Corporation in
the Hospital at any time for an amount sufficient to pay and dis-
charge the entire indebtedness presented by the Bonds and other
liabilities of the Corporation, after applying its assets (other
than the hospital); and
WHEREAS, the Grant Deed and Bill of Sale will be held
in escrow by the Trustee under the Indenture of Plortgage and Deed
of Trust and will be delivered to the City of Anaheim when all of
the Bonds and interest thereon shall have been maid or redeemed or
upon the exercise of the option riven to the City of Anaheim; and
WHEREAS, the Bonds will bear interest exempt from fed-
eral income taxation pursuant to Revenue Ruling 63-20 of the Inter-
nal Revenue Service; and
WHEREAS, the City of Anaheim will have a beneficial
interest in the Corporation while the Bonds remain outstanding; and
WHEREAS, the City of Anaheim will obtain full legal title
to the Hospital upon retirement of the Bonds.
NOW, THEREFORE., Bre I'' RESOLVED by the City Council of
the City of Anaheim as follows:
1. It is hereby_ found, determined and declared that the
Proposal of the Corporation for refinancing- existing indebtedness
and providing long-term financing for the Hospital, including in-
cidental costs, by the issuance of the Bonds bearing interest
normally exempt from Federal income taxes, will be in the interest
of the residents of the City of Anaheim and its environs and will
not impose any debt, obligation, burden or liability upon the City
of Anaheim prior to the vesting of title to the hospital facility
in the City of Anaheim.
2. The formation of the Corporation, Articles of Incor-
poration, Bylaws, Officers and Directors of the Corporation are
hereby approved.
3. The issuance of the .Bonds in an amount not to exceed
$16,500,000 by the Corporation, substantially in the forams con-
tained in the proposed Indenture of r:-ortgage and Deed of Trust on
file with the City Clerk, with such changes as the City Attorney
may approve, are hereby approved. It is recognized that such
Indenture of Mortgage and Deed of Trust contains blanks to be
filled in and may be changed prior to the delivery of the Bonds,
and such changes as may be necessary to the financing are hereby
authorized, subject to the approval of the City Attorney. There
is no debt obligation, burden or liability imposed upon the City
by virtue of this Resolution. Copies of the final Indenture of
7ortgage and Deed of Trust shall be filed with the City Attorney
and the City Clerk. _.
4. This City Council, on behalf of the City of Anaheim,
hereby (i) accepts from the Corporation the gift of the residual
interest in the Hospital, as defined in the forms of the above
referenced documents on file with the City Clerk, when all of
the Bonds and interest thereon have been paid, and pursuant to
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such gift, full legal title to the Iospital, (ii) agrees that
title thereto will vest in the City of Analhei , upon such payment
and after delivery to the City of Anaheim of the Grant Deed and
the Bill of Sale for the hospital facility and (iii) accepts the
option to purchase the hospital facility before that date upon
certain events a_nd conditions s.Pecified in the proposed Indenture
of MTortcaGe and Deed of Trust pursuant to the proposed Option
Agreement, on file in the Office of the City Cler,� and incorpora-
ted herein by reference as though the same here set forth in full,
and the execution of such Option Agreement in the custortary manner
is hereby authorized.
5. This City Council, on behalf of the City of Anaheim,
hereby approves the operation of the :!hospital by the Corporation,
to the full extent authorized by its articles of incorporation
and Bylaws and by the nonprofit corporation laws of the State of
California, including, but not limited to, the purchase or lease
of equipment as may be necessary for the operation of the Hos-Dital
and the borrowing of ftuzds , to the extent necessary and permitted
in the Indenture of 14ortgage and ?deed of 'T'rust, for such purposes
as are deemed by the Board of Trustees of the Corporation to be
in its best interests.
THE FOREGOIf?G Rl-ISOLUT ION
this 13th day of July, 1976.
ATTEST:
CITY CLERK OF THE CITI OF ANIAHEIR
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is approved and signed by me
P CSR bF i F' Al AHEIP3
E
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
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I, ALONA M. HOUGARD, City Clerk of theCity of Anaheim, do
hereby certify that the foregoing Resolution No. 76R-412 was -intro-
duced and adopted at a regular meeting provided by law, of the City
Council of the City of Anaheim held on the 13th day of July, 1976,
by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Kaywood, Seymour, Roth and Thom
NOES: COUNCIL MEMBERS: Kott
ABSENT: COUNCIL MEMBERS: None -
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim
approved and signed said Resolution'No. 76R-412 on the 13th day of
July, 1976.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the City of Anaheim this 13th day of July, 1976.
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
i; ALONA M. HOUGARD, City Clerk of the Ci -t,- of Anaheim, do
hereby cer.Lify that the foregoing is the original of Resolution No.
7SR.-•412 duly passed and adopted by the Anaheim City Council on
July 13, 1976.
City Clerk-'
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